EX-10.21 10 d545022dex1021.htm EX-10.21 SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT THIS SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on August 27, 2018 by and among: Each of the parties listed above is...

EX-10.21 10 d545022dex1021.htm EX-10.21

Exhibit 10.21

SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT

THIS SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on August 27, 2018 by and among:

1. Qutoutiao Inc., an exempted company organized under the Laws of Cayman Islands (the “Company”),

2. InfoUniversal Limited, a company organized under the Laws of Hong Kong (the “HK Company”),

3. Shanghai Quyun Internet Technology Co., Ltd. (上海趣蕴网络科技有限公司), a wholly foreign-owned enterprise incorporated under the Laws of the PRC and a wholly owned subsidiary of the HK Company (the “WFOE”),

4. Shanghai Jifen Culture Communications Co., Ltd. (上海基分文化传播有限公司), a limited liability company incorporated under the Laws of the PRC (“Jifen”),

5. Shanghai Xike Information Technology Service Co., Ltd. (上海溪客信息技术服务有限公司), a limited liability company incorporated under the Laws of the PRC (“Xike”),

6. Shanghai Tuile Information Technology Service Co., Ltd. (上海推乐信息技术服务有限公司), a limited liability company incorporated under the Laws of the PRC (“Tuile”),

7. Anhui Zhangduan Internet Technology Co., Ltd. (安徽掌端网络科技有限公司), a limited liability company incorporated under the Laws of the PRC (“Zhangduan”),

8. Beijing Qukandian Internet Technology Co., Ltd. (北京趣看点网络科技有限公司), a limited liability company incorporated under the Laws of the PRC (“Qukandian”, together with “Jifen”, “Xike”, “Tuile” and “Zhangduan”, the “Domestic Companies”),

9. Shanghai Xxxx Xxxx Network Technology Co., Ltd. (上海点冠网络科技有限公司), a limited liability company incorporated under the Laws of the PRC (“Xxxx Xxxx”),

10. the individuals listed on Schedule I attached hereto (each, a “Principal” and collectively, the “Principals”),

11. the holding companies listed on Schedule I attached hereto owned by the Principals set forth opposite each such Principals (each, a “Principal Holding Company” and collectively, the “Principal Holding Companies”), and

12. each Person listed on Schedule II attached hereto (the “Purchaser”).

Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.

Share Purchase Agreement

RECITALS

A. The ownership structure among the companies listed above is as follows: (i) Company owns 100% interest in the HK Company; (ii) the HK Company owns 100% interest in the WFOE, (iii) the WFOE Controls Jifen by a Captive Structure, and (iv) the WFOE also owns 100% interest in Xxxx Xxxx. Such ownership structure shall be modified as agreed upon by the Parties.

B. The Domestic Companies and Xxxx Xxxx are engaged in the business of the operation of mobile content aggregation platforms under the name of “趣头条” and “趣多拍” or otherwise and related advertising solution platforms (the “Business”). The Company seeks expansion capital to grow the Business and, correspondingly, seeks to secure an investment from the Purchaser, on the terms and conditions set forth herein.The Purchaser wishes to invest in the Company by subscribing for 1,480,123 Series C2 Preferred Shares in aggregate (being 2% of the total issued share capital of the Company on a fully-diluted basis) (calculated based on the assumption that if the Closing takes place before the Company’s IPO) to be issued by the Company at the Closing pursuant to the terms and subject to the conditions of this Agreement.

C. The Company wishes to issue and sell 1,480,123 Series C2 Preferred Shares in the aggregate at the Closing pursuant to the terms and subject to the conditions of this Agreement.

D. The Company and the Purchaser or their respective designated and related parties desire to enter into a strategic cooperation framework agreement (the “Strategic Cooperation Framework Agreement”) prior to or on the date of this Agreement.

E. On or about the date hereof, Jifen, its current shareholders, and Shanghai Dongfang Newspaper Co., Ltd. (“The Paper”), the parent company of the Purchaser, will enter or have entered into a Capital Increase Agreement (the “Domestic Agreement”), pursuant to which, among other things, The Paper or one of its wholly owned subsidiaries will purchase 1% of the enlarged share capital of Jifen at a nominal price.

F. The Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth herein on the terms and conditions set forth herein.

G. Notwithstanding anything herein or therein, the effectiveness, validity and enforceability of this Agreement shall be conditional upon the delivery, execution and validity of the Strategic Cooperation Framework Agreement and the Domestic Agreement, and the effectiveness, validity and enforceability of the Domestic Agreement will be conditional upon the delivery, execution and validity of this Agreement and the Strategic Cooperation Framework Agreement.

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WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

1. Definitions.

1.1 Defined Terms. The following terms shall have the meanings ascribed to them below:

“Accounting Standards” means generally accepted accounting principles in the United States or PRC, as applicable, applied on a consistent basis.

“Action” means any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, grievance, inquiry or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator or Governmental Authority.

“Affiliate” means, (a) with respect to a Person other than a natural person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person, and (b) in the case of a natural person, any other Person that is directly or indirectly Controlled by such a Person or is a Relative of such Person; provided that the Company and its Subsidiaries shall be deemed not to be Affiliates of the Purchaser.

“Associate” means, with respect to any Person, (1) a corporation or organization (other than the Group Companies) of which such Person is an officer or partner or is, directly or indirectly, the record or beneficial owner of five percent (5%) or more of any class of Equity Securities of such corporation or organization, (2) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity, or (3) any Relative of such Person and of such Person’s spouse.

“Benefit Plan” means any employment Contract, deferred compensation Contract, bonus plan, incentive plan (including the Current ESOP), profit sharing plan, retirement Contract or other employment compensation Contract or any other plan which provides or provided benefits for any past or present employee, officer, consultant, contractor and/or director of a Person or with respect to which contributions are or have been made on account of any past or present employee, officer, consultant, contractor and/or director of such a Person.

“Board” or “Board of Directors” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in the Xxxxxx Xxxxxxx, xxx Xxxxxx Xxxxxx, Xxxx Xxxx or the PRC.

“Captive Structure” means the structure under which the WFOE Controls Jifen through the Control Documents.

“CFC” means a controlled foreign corporation as defined in the Code.

“Charter Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

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“Circular 37” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment and Financing and Round Trip Investment via Special Purpose Companies issued by SAFE on July 4, 2014.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Owned IP” means all Intellectual Property owned by, purported to be owned by, or exclusively licensed to, the Group Companies.

“Company Registered IP” means all Intellectual Property for which registrations are owned by or held in the name of, or for which applications have been made in the name of, any Group Company.

“Consent” means any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.

“Contract” means, a contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

“Control Documents” means the following contracts collectively: (i) Exclusive Technology and Consulting Service Agreement (独家技术和咨询服务协议) entered into by and between the WFOE and Jifen, (ii) Exclusive Option Agreement (独家购买权合同) entered into by and among the WFOE, Jifen and the equity holders of Jifen, (iii) Voting Rights Proxy Agreement (表决权委托协议) entered into by and between the WFOE and the equity holders of Jifen, (iv) Loan Agreement (借款协议) entered into by and between the WFOE and the equity holders of Jifen, and (v) Share Pledge Agreement (股权质押协议) entered into by and among the WFOE, Jifen and the equity holders of Jifen, in each case as may be amended or supplemented (including any change to the parties to any agreement) from time to time in accordance with this Agreement and the Shareholders Agreement.

“Conversion Shares” means Ordinary Shares issuable upon conversion of any Series C2 Preferred Shares.

“Current ESOP” means (i) the 2017 Equity Incentive Plan of the Company duly adopted by the Company on February 15, 2018, with a total number of 10,000,000 Ordinary Shares of the Company (the “2017 ESOP”), thereinto 9,500,000 to be granted or awarded in accordance with such 2017 ESOP and are currentlyheld by Qu World Limited, a wholly owned subsidiary and nominee of the trustee for a trust established for the benefit of the grantees or participants under the 2017 ESOP (the “Trust”), and 500,000 Ordinary Shares had been vested and issued to certain participants under the 2017 Plan. And (ii) the 2018 Equity Incentive Plan duly adopted by the Company on February 25, 2018, with a maximum number of 2,964,141 Ordinary Shares of the Company (the “2018 ESOP”) to be granted or awarded under such 2018 ESOP, all of which have been reserved and allocated in the share capital of the Company.

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“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, partnership interest, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing (whether or not such derivative securities have actually been issued by such Person), or any Contract providing for the acquisition of any of the foregoing.

“FCPA” means Foreign Corrupt Practices Act of the United States of America, as amended from time to time.

“Fully-diluted basis” means calculating the relevant share numbers based on the assumption that all Ordinary Shares of the Company then capable of being issued on the exercise of all conversion rights, option, warrants and other contractual rights have been issued, irrespective of whether or not such rights are then exercisable, which determination shall take into account the securities under the Current ESOP, and all classes of shares of the Company shall be deemed to be converted into Ordinary Shares.

“Fundamental Warranties” means collectively, the representations and warranties given by the Warrantors under Sections 3.1 (Organization, Good Standing and Qualification), 3.2 (Capitalization and Voting Rights), 3.3 (Corporate Structure; Subsidiaries), 3.4 (Authorization), 3.5 (Valid Issuance of Shares), 3.6 (Consents; No Conflicts), 3.7 (Offering) and 3.8 (Compliance with Laws; Consents), all of which are subject to the disclosures of the Disclosure Schedule, and a “Fundamental Warranty” means any one of them.

“Governmental Authority” means any government of any nation, federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof (including any entity or enterprise owned or controlled by a government), any court, tribunal or arbitrator, any public international organization and any self-regulatory organization.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group Company” means each of the Company, the HK Company, the WFOE, Xxxx Xxxx and the Domestic Companies, together with each Subsidiary of any of the foregoing, and “Group” refers to all of the Group Companies collectively.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

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“Indebtedness” of any Person means, without duplication, actual or contingent obligations in respect of each of the following of such Person: (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced that are incurred in connection with the acquisition of properties, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all obligations that are capitalized (including capitalized lease obligations), (vii) all obligations under banker’s acceptance, letter of credit or similar facilities, (viii) all obligations to purchase, redeem, retire, defease or otherwise acquire for value any Equity Securities of such Person, (ix) all obligations in respect of any interest rate swap, hedge or cap agreement, and (x) all guarantees issued in respect of the Indebtedness referred to in clauses (i) through (ix) above of any other Person, but only to the extent of the Indebtedness guaranteed.

“Indemnifiable Loss” means, with respect to any Indemnified Party, any action, claim, cost, damage, deficiency, diminution in value of any investment, disbursement, expense, Liabilities, loss, obligation, penalty, judgment or settlement of any kind or nature imposed on or otherwise incurred or suffered by such Indemnified Party, including without limitation, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement and Taxes payable by such Indemnified Party by reason of the indemnification.

“Intellectual Property” means any and all (i) patents, patent rights and applications therefor and reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations, utility models and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author’s rights and works of authorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, files, records and data, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae, and algorithms and other intellectual property, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, and (vii) the goodwill symbolized or represented by the foregoing and any similar rights situated in any country and the benefit (subject to the burden) of any of the foregoing (in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world).

“IPO” has the meaning set forth in the Shareholders Agreement.

“Key Employee” means all key employees of the Group Companies with positions of president, chief executive officer, chief financial officer, chief operating officer, chief technical officer, chief sales and marketing officer, general manager, and the list of all key employees of the Group Companies as of the date hereof is provided in Schedule IV attached hereto.

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“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each case as amended, and any and all applicable Governmental Orders.

“Liabilities” means, with respect to any Person, all liabilities, obligations, Indebtedness and commitments of such Person of any nature, accrued, absolute, contingent or otherwise, due or to become due, liquidated or unliquidated.

“Lien” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by Contract, understanding, law, equity or otherwise.

“Material Adverse Effect” means any (i) event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have, individually or together with other events, occurrences, facts, conditions, changes or developments, a material adverse effect on the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects, assets or liabilities of the Group, taken as a whole, (ii) material impairment of the ability of any Party (other than the Purchaser) to perform the material obligations of such party under any Transaction Documents, or (iii) material impairment of the validity or enforceability of this Agreement or any other Transaction Document against any Party hereto or thereto (other than the Purchaser).

“Memorandum and Articles” means (i) the fifth amended and restated memorandum and articles of association of the Company to be adopted by the shareholders of the Company immediately prior to the Series C1 Closing and shall be in the form attached as Exhibit A, as amended or restated from time to time; or (ii) the fifth amended and restated memorandum and articles of association of the Company to be adopted and effective immediately prior to the completion of the Company’s IPO if the Series C1 Closing takes place after the Company’s IPO.

“MOFCOM” means the Ministry of Commerce of the PRC or, with respect to any matter to be submitted for examination and approval by the Ministry of Commerce, any Governmental Authority which is similarly competent to examine and approve such matter under the laws of the PRC.

“Xx. Xxx” means Xx. Xxx Siliang (谭思亮), one of the Principals and the ultimate controlling shareholder of the Company.

“Order No. 10” means the Rules for Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors 《关于外国投资者并购境内企业的规定》 jointly issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission and the SAFE on August 8, 2006.

“Ordinary Shares” means the Company’s ordinary shares, par value US$0.0001 per share.

7 Share Purchase Agreement

“Permitted Liens” means (i) Liens for Taxes not yet delinquent or the validity of which are being contested in good faith and for which there are adequate reserves on the applicable financial statements, and (ii) Liens incurred in the ordinary course of business, which (x) do not individually or in the aggregate materially detract from the value, use, or transferability of the assets that are subject to such Liens, and (y) were not incurred in connection with the borrowing of money.

“Person” means any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.

“PFIC” means a passive foreign investment company as defined in the Code.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement and the other Transaction Documents, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the islands of Taiwan.

“Preferred Shares” means the Series A Preferred Shares, the Series A1 Preferred Shares, the Series B1 Preferred Shares, the Series B2 Preferred Shares, the Series B3 Preferred Shares, the Series C1 Preferred Shares, and the Series C2 Preferred Shares.

“Prohibited Person” means any Person that is (1) a national or resident of any U.S. embargoed or restricted country, (2) included on, or Affiliated with any Person on, the United States Commerce Department’s Denied Parties List, Entities and Unverified Lists; the U.S. Department of Treasury’s Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; UN Sanctions, or (3) a Person with whom business transactions, including exports and re-exports, are restricted by a U.S. Governmental Authority, including, in each clause above, any updates or revisions to the foregoing and any newly published rules.

“Public Official” means any executive, official, or employee of a Governmental Authority, political party or member of a political party, political candidate; executive, employee or officer of a public international organization; or director, officer or employee or agent of a wholly owned or partially state-owned or controlled enterprise, including a PRC state-owned or controlled enterprise.

“Public Software” means any Software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community Source License (SCSL), (F) the Sun Industry Standards License (SISL), (G) the BSD License, and (H) the Apache License.

“Related Party” means any Affiliate, officer, director, supervisory board member, employee, or holder of any Equity Security of any Group Company, and any Affiliate or Associate of any of the foregoing, in each case, other than the Group Companies.

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“Relative” of a natural person means the spouse of such person and any parent, step-parent, grandparent, child, step-child, grandchild, sibling, step-sibling, cousin, in-law, uncle, aunt, nephew, niece or great-grandparent of such person or spouse.

“Registrable Securities” shall have the meaning set forth in the Shareholders Agreement.

“Registration” shall have the meaning set forth in the Shareholders Agreement.

“Share Restriction Agreements” means collectively (a) the Share Restriction Agreement entered into between Li Lei and the Company as of January 3, 2018, a copy of which has been provided to the Purchaser prior to the date hereof, and (b) the Share Restriction Agreement entered into between Xx. Xxx and the Company as of January 3, 2018, a copy of which has been provided to the Purchaser on prior to the date hereof.

“SAFE” means the State Administration of Foreign Exchange of the PRC.

“SAFE Rules and Regulations” means collectively, the Circular 37 and any other applicable SAFE rules and regulations.

“SAIC” means the State Administration of Industry and Commerce of the PRC or, with respect to the issuance of any business license or filing or registration to be effected by or with the State Administration of Industry and Commerce, any Governmental Authority which is similarly competent to issue such business license or accept such filing or registration under the laws of the PRC.

“SASAC” means State-owned Assets Supervision and Administration Commission of the PRC.

“Securities Act” means the U.S. Securities Act of 1933, as amended and interpreted from time to time.

“Series A Investors” means CW_toutiao Limited, xInternet Limited, ACE Redpoint Ventures China I, L.P., ACE Redpoint Associates China I, L.P., and ACE Redpoint China Strategic I, L.P.

“Series A Preferred Shares” means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series A Shareholders Agreement” means the Shareholders’ Agreement dated October 13, 2017 entered into by and among the Company, the Principals, the Principal Holding Company, the HK Company, the WFOE, the Domestic Companies, the Series A Investors.

“Series A Share Purchase Agreement” means the Series A Preferred Share Purchase Agreement dated September 8, 2017 by and among the Company, the Principals, the Principal Holding Company, the HK Company, the Domestic Companies and the Series A Investors (except xInternet Limited).

“Series A1 Investor” means CMC Queen Holdings Limited.

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“Series A1 Preferred Shares” means the Series A1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series A1 Shareholders Agreement” means the Amended and Restated Shareholders’ Agreement dated November 14, 2017 entered into by and among the Company, the Principals, the Principal Holding Company, the HK Company, the WFOE, the Domestic Companies, the Series A Investors and the Series A1 Investor.

“Series A1 Share Purchase Agreement” means the Series A1 Preferred Share Purchase Agreement dated October 14, 2017 by and among the Company, the Principals, the Principal Holding Company, the HK Company, the WFOE, the Domestic Companies and the Series A1 Investor.

“Series B1 Preferred Shares” means the Series B1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series B1 Closing” means the closing of the subscription of the Series B1 Preferred Shares by the Series B1 Investor under the Series B1 Share Purchase Agreement.

“Series B1 Investor” means Image Flag Investment (HK) Limited.

“Series B1 Share Purchase Agreement” means the Series B1 Preferred Share Purchase Agreement dated March 4, 2018 by and among the Company, the Principals, the Principal Holding Companies, the HK Company, the WFOE, the Domestic Companies and the Series B1 Investor.

“Series B2 Investors” means Long Range L.P., People Better Limited, Shunwei Growth III Limited, Shanghai ChuangVest Venture Investment Partnership (Limited Partnership) (上海创伴创业投资合伙企业(有限合伙)) (“Shanghai CC”), Double Excel Investments Limited, Lighthouse Capital International Inc., CMC Queen Holdings Limited, ACE Redpoint Ventures China I, L.P., ACE Redpoint Associates China I, L.P. and ACE Redpoint China Strategic I, L.P.

“Series B2 Preferred Shares” means the Series B2 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series B2 Share Purchase Agreement” means the Series B2 Preferred Share Purchase Agreement dated March 8, 2018 by and among the Company, the Principals, the Principal Holding Companies, the HK Company, the WFOE, the Domestic Companies and the Series B2 Investors.

“Series B3 Investors” means Harvest Ceres Fund, LP, Hundreds ANTA Fund Limited Partnership, and Vision Global Capital Holdings Ltd..

“Series B3 Preferred Shares” means the Series B3 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series B3 Share Purchase Agreement” means the Series B3 Preferred Share Purchase Agreement dated April 19, 2018 by and among the Company, the Principals, the Principal Holding Companies, the HK Company, the WFOE, the Domestic Companies and the Series B3 Investors.

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“Series C1 Closing” means the initial closing as defined in the Series C1 Share Purchase Agreements.

“Series C1 Investors” means CG Partners Opportunity Fund SP, a segregated portolio of CG Partners Fund SPC and Shimmering Horizon L.P..

“Series C1 Preferred Shares” means the Series C1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series C1 Share Purchase Agreements” means both of the Series C1 Preferred Share Purchase Agreements dated August 17, 2018 by and among the Company, the Principals, the Principal Holding Companies, the HK Company, the WFOE, the Domestic Companies and the Series C1 Investors.

“Series C2 Preferred Shares” means the Series C2 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

“Series C2 Issue Price” means US$37.2280, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series C2 Preferred Shares.

“Shareholders Agreement” means the Fourth Amended and Restated Shareholders Agreement to be entered into by and among the parties named therein on or prior to the Series C1 Closing, which shall be in the form attached hereto as Exhibit B.

“Social Insurance” means any form of social insurance required under applicable Laws, including without limitation, the PRC national and local contributions for pensions, medical insurance, unemployment insurance, work-related injury insurance, pregnancy benefits, and housing accumulation funds.

“Software” means any and all (A) computer programs and any set of instructions for execution by microprocessor, irrespective of application, language or medium, including any and all software implementations of algorithms, models and methodologies, including all source code and executable code, whether embodied in software, firmware or otherwise, documentation, development tools, designs, files, verilog files, RTL files, HDL, VHDL, net lists, records, data and mask works; and (B) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, and all rights therein.

“Subsidiary” means, with respect to any given Person, any other Person that is Controlled directly or indirectly by such given Person, at any time and from time to time.

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“Tax” means (i) in the PRC: (a) any national, provincial, municipal, or local taxes, charges, fees, levies, deduction, withholding, impost, or other assessments, including, without limitation, all net income (including enterprise income tax and individual income withholding tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other assessments of any kind whatsoever imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, national or other Governmental Authority, (b) all interest, penalties (administrative, civil or criminal), surcharge, fine or additional amounts in connection with any item described in clause (a) above, and (c) any form of transferee liability imposed by any Governmental Authority and any obligations to indemnify or otherwise assume or succeed to the liability of any other Person in connection with any item described in clauses (a) and (b) above, and (ii) in any jurisdiction other than the PRC, all similar taxes and liabilities as described in clause (i) above.

“Tax Return” means any return, disclosures, report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax.

“Tianjin Xxxx Xxx LP” means Tianjin Xxxx Xxx Technology Partnership (Limited Partnership) (天津珊石科技合伙企业（有限合伙）), one of the direct shareholders of Jifen holding 20% of the equity interest in Jifen.

“Transaction Documents” means this Agreement, the Shareholders Agreement, the Memorandum and Articles, the Control Documents and each of the other agreements and documents otherwise required in connection with implementing the transactions contemplated by any of the foregoing.

“U.S. real property holding corporation” has the meaning as defined in the Code.

“Warrantors” means, collectively, the Group Companies, the Principals and the Principal Holding Companies.

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1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

Term		Section
Agreement		Preamble
Arbitration Notice		7.3(a)
Balance Sheet		3.11(a)
Business		Recitals
Closing		2.3(a)
Closing Date		2.3(a)
Company		Preamble
Company IP		3.19(a)
Compliance Laws		3.16(a)
Confidential Information		7.8(a)
Xxxx Xxxx		Preamble
Disclosing Party		7.8(c)
Disclosure Schedule		3
Dispute		7.3(a)
Disqualifying Event`		7.6(c)
Domestic Companies		Preamble
Domestic Resident		5.1(h)
Financial Statements		3.11(a)
HK Company		Preamble
HKIAC		7.3(b)
HKIAC Rules		7.3(b)
Indemnification Agreement		5.1(g)
Indemnified Parties		7.6(a)
Indemnifying Party		7.6(b)
Jifen		Preamble
Lease		3.17(b)
Licenses		3.19(e)
Material Contracts		3.15(a)
Material Licenses		6.3(a)
Parties		Preamble
Party		Preamble
Principal		Preamble
Principal Holding Companies		Preamble
Principal Holding Company		Preamble
Principal Liability Cap		7.5(d)
Principals		Preamble
Proceeds		2.5
Qukandian		Preamble
Related Party Transactions		3.18
Representatives		3.16(a)
Required Governmental Consents		3.8(c)
Statement Date		3.11(a)
Subscription Price		2.1
Subscription Shares		2.1
Survival Date		3.30
Tuile		Preamble
WFOE		Preamble
Xike		Preamble
Zhangduan		Preamble

2. Purchase and Sale of Shares.

2.1 Sale and Issuance of the Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Purchaser agrees to subscribe for and purchase, and the Company agrees to issue and sell to such Purchaser, that number of Series C2 Preferred Shares set forth opposite such Purchaser’s name in the second column of the table of Schedule II attached hereto (the “Subscription Shares”), at the purchase price set forth opposite such Purchaser’s name in the third column of the table of Schedule II (the “Subscription Price”).

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Notwithstanding anything to the contrary in the Transaction Documents, if the Closing (as defined below) takes place after the Company’s IPO, the Subscription Shares shall be, in lieu of Series C2 Preferred Shares, the same number (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events) of the Ordinary Shares. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series C2 Preferred Share shall be the quotient of the applicable Series C2 Issue Price divided by the then effective Series C2 Conversion Price (the “Series C2 Conversion Price”), which shall initially be the applicable Series C2 Issue Price, resulting in an initial conversion ratio for Series C2 Preferred Shares of 1:1. Such Ordinary Shares shall be deposited, at the time of Closing, for issuance of certain America depositary shares, or ADS, to be listed for trading after the Company’s IPO. The Company agrees to take all reasonable steps to facilitate such actions.

2.2 Payment of Subscription Price. Unless otherwise agreed by the Parties, the Purchaser shall pay its Subscription Price after deducting an amount equal to US$34,693,890 (while such amount shall deemed to have been paid by way of certain business and strategic cooperation between the Company and the Purchaser or their respective designated and related parties pursuant to certain Strategic Cooperation Framework Agreement), in cash, by wire transfer of United States Dollars in immediately available funds to a designated account of the Company, within one (1) Business Day after the Closing Date (as defined in Section 2.3).

2.3 Closing.

(a) The consummation of the sale and issuance of the Subscription Shares pursuant to Section 2.1 (collectively the “Closing”, and the date of the Closing, the “Closing Date”) shall take place remotely via the exchange of documents and signatures as soon as practicable, but in no event later than seven (7) Business Days after all closing conditions specified in Section 5.1 and Section 5.2 hereof have been waived or satisfied, as applicable, or at such other time and place as the Company and the Purchaser may mutually agree in writing.

(b) The capitalization table of the Company immediately prior to and after the Closing (if the Closing takes place before the Company’s IPO) is shown on Schedule III attached hereto.

2.4 Deliverables by the Company at the Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Purchaser’s obligations at the Closing pursuant to Section 5.1, the Company shall deliver or cause to be delivered to the Purchaser:

(a) a copy of the updated register of members of the Company as of the Closing Date, certified by the registered agent of the Company to be a true, accurate and complete copy, reflecting the issuance to such Purchaser of the Subscription Shares subscribed for by such Purchaser at the Closing pursuant to Section 2.1;

(b) a copy of the duly executed share certificate issued in the name of such Purchaser, certified by a director of the Company to be a true, accurate and complete copy, representing the Subscription Shares subscribed for by such Purchaser pursuant to Section 2.1; and within five (5) Business Days following the Closing, the Company shall deliver to such Purchaser the original copy of such duly executed share certificate;

(c) scanned copies of the Board resolutions and the shareholders’ resolutions of the Company duly passed, approving (1) the execution, delivery and performance of the Transaction Documents, and (2) the issuance of the applicable Subscription Shares to the Purchaser; and

(d) scanned copies of the board resolutions and the shareholders’ resolutions of each of the Group Companies and the Principal Holding Companies duly passed, approving the execution, delivery and performance of the Transaction Documents to which it is a party.

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2.5 Use of Proceeds. Subject to the terms of this Agreement, the Company shall use the proceeds from the issuance and sale of the Subscription Shares (the “Proceeds”) for purpose of business expansion, capital expenditures and general working capital needs of the Group Companies. The Proceeds shall not be used in the payment of any debts or obligations of any Group Company (except those occurred in the ordinary course of business) or in the repurchase or cancellation of securities held by any shareholders of the Group Companies or for any other purpose.

3. Representations and Warranties of the Warrantors. Subject to such exceptions as may be specifically set forth in the disclosure schedule delivered by the Warrantors to the Purchaser as of the date hereof (the “Disclosure Schedule”, at attached hereto as Exhibit C), each of the Warrantors jointly and severally represents and warrants to the Purchaser that each of the statements contained in this Section 3 is true, correct and complete as of the date of this Agreement, and that each of such statements shall be true, correct and complete on and as of the Closing Date (provided that if the Closing Date is before the Company’s IPO), with the same effect as if made on and as of the Closing Date (provided that if the Closing Date is before the Company’s IPO).

3.1 Organization, Good Standing and Qualification.

(a) Each Group Company is duly incorporated, organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the Laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted, and to perform each of its obligations under the Transaction Documents to which it is a party. Each Group Company is qualified to do business and is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction. Each Group Company that is a PRC entity has a valid business license issued by the SAIC or its local branch or other relevant Government Authorities (a true and complete copy of which has been delivered to the Purchaser), and has, since its establishment, carried on its business in compliance with the business scope set forth in its business license.

(b) Each Principal Holding Company is duly incorporated, organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the Laws of the place of its incorporation or establishment and has all requisite power and authority to perform each of its obligations under the Transaction Documents to which it is a party. Each Principal Holding Company is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction.

3.2 Capitalization and Voting Rights.

(a) Company. The authorized share capital of the Company is and immediately prior to the Closing shall be US$50,000 divided into (a) a total of 478,958,005 authorized Ordinary Shares, 50,000,000 of which are issued and outstanding, and 9,500,000 of which are held by a trust established for the 2017 ESOP, (b) a total of 4,945,055 authorized Series A Preferred Shares, all of which are issued and outstanding, (c) a total of 1,373,626 authorized Series A1 Preferred Shares, all of which are issued and outstanding, (d) a total of 5,420,144 authorized Series B1 Preferred Shares, all of which are issued and outstanding, (e) a total of 3,895,728 authorized Series B2 Preferred Shares, 3,684,004 of which are issued and outstanding (f) a total of 1,751,539 authorized Series B3 Preferred Shares, 1,751,539 of which are issued and outstanding, (g) a total of 2,175,780 authorized Series C1 Preferred Shares, none of which are issued and outstanding, and (f) a total of 1,480,123 authorized Series C2 Preferred Shares, none of which are issued and outstanding, provided that if the Closing takes place after the Company’s IPO, the Company shall have the authorized share capital as set forth in the Memorandum and Articles. Schedule III sets forth the capitalization table of the Company, and Section 3.2(a) of the Disclosure Schedule sets forth the capitalization table of each Group Company, in each case, as of immediately prior to the Closing and immediately after the Closing, in each case reflecting all then outstanding and authorized Equity Securities of such Company and other Group Company, the record and beneficial holders thereof and the terms of any vesting schedule applicable thereto. Except as disclosed in Section 3.2(a) of the Disclosure Schedule, there is no nominee arrangement or any other similar arrangements for the direct or indirect interest in the Equity Security of any Group Company.

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(b) HK Company. The authorized share capital of the HK Company is and immediately prior to and following the Closing shall be HK$10,000, divided into 10,000 shares of HK$1 each, 10,000 of which are issued and outstanding and held by the Company.

(c) Domestic Companies. The registered capital of each Domestic Company, Xxxx Xxxx and the WFOE is set forth opposite its name on Section 3.2(c) of the Disclosure Schedule, together with an accurate list of the record and beneficial owners of such registered capital.

(d) No Other Securities. Except for (a) the conversion privileges of the Subscription Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement and the Control Documents from and after the Closing, (d) the outstanding Equity Securities set forth in Section 3.2(d) of the Disclosure Schedule, (e) options to purchase Ordinary Shares, restricted shares, restricted stock units or other Equity Securities pursuant to the Current ESOP, and (f) shares to be issued in connection with the IPO, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Group Company; (2) no Equity Securities of any Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights to purchase or create any Lien over such Equity Securities or any other rights or encumbrances with respect to such Equity Securities, and (3) no Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Group Company.

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(e) Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive or other similar rights of any Person, and applicable Contracts. All share capital or registered capital, as the case may be, of each Group Company have been duly and validly issued, are fully paid (or subscribed for) and nonassessable, and are and as of the Closing shall be free of any and all Liens (except for any restrictions on transfer under the Shareholders’ Agreement and applicable Laws). Except as contemplated under the Transaction Documents, there are no (a) resolutions pending to increase the share capital or registered capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company, nor has any distress, execution or other process been levied against any Group Company, (b) dividends which have accrued or been declared but are unpaid by any Group Company, (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities, or (d) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any Group Company. All dividends (if any) or distributions (if any) declared, made or paid by each Group Company, and all repurchases and redemptions of Equity Securities of each Group Company (if any), have been declared, made, paid, repurchased or redeemed, as applicable, in accordance with its Charter Documents and all applicable Laws.

(f) Title. Each Group Company is the sole record and beneficial holder of all of the Equity Securities set forth opposite its name on Section 3.2(f) of the Disclosure Schedule, free and clear of all Liens of any kind other than those arising under applicable Law.

3.3 Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a true and complete structure chart showing the corporate structure of the Group Companies, as of the date hereof and as of the Closing, and indicating the ownership and Control relationships among all Group Companies, as of the date hereof and as of the Closing, and a description of such structure with such ownership and Control relationships, the nature of the legal entity which each Group Company constitutes, as of the date hereof and as of the Closing, the jurisdiction in which each Group Company was or will be organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person as of the date hereof and as of the Closing. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. The Company was formed solely to acquire and hold the equity interests in the HK Company and the HK Company was formed solely to acquire and hold the equity interests in the WFOE. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability since its formation. The Domestic Companies and Xxxx Xxxx are and the WFOE will be engaged in the Business and have no other business. No Principal or Principal Holding Company, and none of their Affiliates (other than a Group Company), is engaged in the Business or has any assets in relation to the Business (other than through an advisory, employment or consulting relationship with a Group Company) or any Contract with any Group Company. None of the Principals and their Affiliates directly or indirectly own, manage, engage 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 with the businesses of the Group Companies, being the operation of mobile content aggregation platforms and any other major business operations of any Group Company.

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3.4 Authorization. Each Warrantor has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All action on the part of each party to the Transaction Documents (other than the Purchaser) (and, as applicable, its officers, directors and shareholders) necessary for the authorization, execution and delivery of the Transaction Documents, the performance of all obligations of each such party, and, in the case of the Company, the authorization, issuance (or reservation for issuance), sale and allotment of the Subscription Shares and the Conversion Shares, has been taken or will be taken prior to the Closing. Each Transaction Document has been duly executed and delivered by each party thereto (other than the Purchaser) and constitutes valid and legally binding obligations of such party, enforceable against such party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.5 Valid Issuance of Shares. The Subscription Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Shareholders Agreement). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Charter Documents of the Company, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable securities Laws and under the Shareholders Agreement). The issuance of the Subscription Shares and the Conversion Shares is not subject to any preemptive rights, rights of first refusal or similar rights.

3.6 Consents; No Conflicts. All Consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated by the Transaction Documents, in any case on the part of any party thereto (other than the Purchaser) have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of each Transaction Document by each party thereto (other than the Purchaser) do not, and the consummation by such party of the transactions contemplated thereby will not, (i) result in any violation of, be in conflict with, or constitute a default under, require any Consent under, or give any Person rights of termination, amendment, acceleration or cancellation under, with or without the passage of time or the giving of notice, any Governmental Order, any provision of the Charter Documents of any Group Company, any applicable Laws (including without limitation, Order No. 10 and the SAFE Rules and Regulations), or any Material Contract, (ii) result in any termination, modification, cancellation, or suspension of any material right of, or any augmentation or acceleration of any material obligation of, any Group Company (including without limitation, any indebtedness of such Group Company), or (iii) result in the creation of any Lien upon any of the material properties or assets of any Group Company other than Permitted Liens.

3.7 Offering. Subject in part to the accuracy of the Purchaser’s representations set forth in Section 4 of this Agreement, the offer, sale and issuance of the Subscription Shares are, and the issuance of the Conversion Shares will be, exempt from the qualification, registration and prospectus delivery requirements of the Securities Act and any other applicable securities Laws.

3.8 Compliance with Laws; Consents.

(a) Each Group Company is, and has been, in compliance with all applicable Laws in all material aspects. No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any Group Company, or a failure on the part of such entity to comply with, any applicable Laws in any material aspect, or (b) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in any material aspect. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. None of the Group Companies is, to the knowledge of the Warrantors, under investigation with respect to a violation of any Law.

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(b) Neither the Captive Structure when implemented nor the Control Documents (individually or when taken together) when executed violate any applicable Laws (including without limitation, SAFE Rules and Regulations, Order No. 10 and any other applicable PRC rules and regulations).

(c) All Consents from or with the relevant Governmental Authority required in respect of the due and proper establishment and operations of each Group Company as now conducted, including but not limited to the Consents from or with MOFCOM, SAIC, SAFE, the Ministry of Information Industry, the Ministry of Culture, Press and Publication Administration, any Tax bureau, customs authorities, and product registration authorities, and the local counterpart thereof, as applicable (or any predecessors thereof, as applicable) (collectively, the “Required Governmental Consents”), has been duly obtained or completed in accordance with all applicable Laws.

(d) No Required Governmental Consent contains any materially burdensome restrictions or conditions, and each Required Governmental Consent is in full force and effect and will remain in full force and effect upon the consummation of the transactions contemplated hereby. None of the Group Companies is in default under any Required Governmental Consent. There is no reason to believe that any Required Governmental Consent which is subject to periodic renewal will not be granted or renewed. None of the Group Companies has received any letter or other communication from any Governmental Authority threatening or providing notice of revocation of any Required Governmental Consent issued to such Group Company or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company.

3.9 Tax Matters.

(a) All Tax Returns required to be filed on or prior to the date hereof with respect to each Group Company has been duly and timely filed by such entity within the requisite period and completed on a proper basis in accordance with the Accounting Standards and applicable Law, and are up to date and correct. All Taxes owed by each Group Company under applicable Laws (whether or not shown on every Tax Return) have been paid in full or provision for the payment thereof have been made, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves (determined in accordance with the Accounting Standards) have been provided in the Financial Statements. No deficiencies for any Taxes with respect to any Tax Returns have been asserted in writing by, and no notice of any pending action with respect to such Tax Returns has been received from, any Tax authority, and no dispute relating to any Tax Returns with any such Tax authority is outstanding or contemplated. Each Group Company has timely paid all Taxes owed by it under applicable Law which are due and payable (whether or not shown on any Tax Return) and withheld and remitted to the appropriate Governmental Authority all Taxes which it is obligated to withhold and remit under applicable Law from amounts owing to any employee, creditor, customer or third party.

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(b) No audit of any Tax Return of each Group Company and no formal investigation with respect to any such Tax Return by any Tax authority is currently in progress and no Group Company has waived any statute of limitations with respect to any Taxes, or agreed to any extension of time with respect to an assessment or deficiency for such Taxes.

(c) No written claim has been made by a Governmental Authority in a jurisdiction where the Group does not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction.

(d) The assessment of any additional Taxes with respect to the applicable Group Company for periods for which Tax Returns have been filed is not expected to exceed the recorded Liability therefor in the most recent balance sheet in the Financial Statements (as defined below), and there are no unresolved questions or claims concerning any Tax Liability of any Group Company. Since the Statement Date (as defined below), no Group Company has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. There is no pending dispute with, or notice from, any Tax authority relating to any of the Tax Returns filed by any Group Company, and there is no proposed Liability for a deficiency in any Tax to be imposed upon the properties or assets of any Group Company.

(e) No Group Company has been the subject of any examination or investigation by any Tax authority relating to the conduct of its business or the payment or withholding of Taxes that has not been resolved or is currently the subject of any examination or investigation by any Tax authority relating to the conduct of its business or the payment or withholding of Taxes. No Group Company is responsible for the Taxes of any other Person by reason of contract, successor liability or otherwise.

(f) All Tax credits and Tax holidays enjoyed by any Group Company established under the Laws of the PRC under applicable Laws since its establishment have been in compliance with all applicable Laws and is not subject to reduction, revocation, cancellation or any other changes (including retroactive changes) in the future, except through change in applicable Laws published by relevant Governmental Authority.

(g) No Group Company is or has ever been a PFIC or CFC or a U.S. real property holding corporation. No Group Company anticipates that it will become a PFIC or CFC or a U. S. real property holding corporation for the current taxable year or any future taxable year.

(h) The Company is treated as a corporation for U.S. federal income tax purposes.

3.10 Charter Documents; Books and Records. The Charter Documents of each Group Company is in the form provided to the Purchaser. Each Group Company has been in compliance with its Charter Documents, and no Group Company has violated or breached any of their respective Charter Documents. Each Group Company maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements (as defined below) to be prepared in accordance with the Accounting Standards. The register of members and directors (if applicable) of each Group Company are correct, there has been no notice of any proceedings to rectify any such register, and there are no circumstances which might lead to any application for its rectification. All documents required to be filed by each Group Company with the applicable Governmental Authority in respect of the relevant jurisdiction in which the relevant Group Companies is being incorporated have been properly made up and filed. There is no committee for any board of any Group Company.

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3.11 Financial Statements.

(a) The Company has delivered to the Purchaser the unaudited consolidated balance sheet (the “Balance Sheet”) and statements of operations and cash flows for the Company as of and for year ending December 31, 2017, (the “Statement Date”) as included in Annex II of the Disclosure Schedule (collectively, the financial statements referred to above, the “Financial Statements”). The Financial Statements (a) have been prepared in accordance with the books and records of Domestic Companies, (b) fairly present in all material respects the financial condition and position of Domestic Companies as of the dates indicated therein and the results of operations and cash flows of Domestic Companies for the periods indicated therein, except in the case of unaudited financial statements for the omission of notes thereto and normal year-end audit adjustments that are not expected to be material, and (c) were prepared in accordance with the applicable Accounting Standards applied on a consistent basis throughout the periods involved. All of the accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are current and collectible in the ordinary course of business, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company.

(b) Specifically, but not by way of limitation, the respective balance sheets included in the Financial Statements disclose all of the Group Companies’ Indebtedness, Liability, whether due or to become due, as of their respective dates to the extent such Indebtedness and Liabilities are required to be disclosed in accordance with the Accounting Standards, and each Group Company has good and marketable and unencumbered title to all assets set forth on the balance sheets of the respective Financial Statements.

3.12 Changes. Since the Statement Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Statement Date, there has not been any Material Adverse Effect or any material change in the way any Group Company conducts its business, and there has not been by or with respect to any Group Company:

(a) any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice or changes in the ordinary course of business;

(b) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof;

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(c) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it;

(d) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Lien (other than Permitted Liens) or (2) any Indebtedness or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;

(e) any amendment to or termination of any Material Contract, or any amendment to or waiver under any Charter Document;

(f) any change in any compensation arrangement or Contract with any employee of any Group Company, or adoption of any new Benefit Plan, or made any material change in any existing Benefit Plan;

(g) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;

(h) any material damage, destruction or loss, whether or not covered by insurance, on the assets, properties, financial condition, operation or business of any Group Company;

(i) any material change in accounting methods or practices or any revaluation of any of its assets;

(j) except in the ordinary course of business consistent with its past practice, entry into any agreement in respect of Taxes, settlement of any claim or assessment in respect of any Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes, entry or change of any Tax election, change of any method of accounting resulting in an amount of additional Tax or filing of any material amended Tax Return;

(k) any commencement or settlement of any Action;

(l) any authorization, sale, issuance, transfer, pledge or other disposition of any Equity Securities of any Group Company;

(m) any resignation or termination of any Key Employee of any Group Company or any material group of employees of any Group Company;

(n) (i) any transaction with any Related Party (other than the Principals and their respective associates) with an aggregate transaction amount greater than or equal to US$2,000,000, (ii) any transactions with any Related Party (other than the Principals and their respective associates) that are on terms that are less favorable than arm’s length terms for the relevant Group Company, and (iii) any transactions with a Principal or its Associate; or

(o) any agreement or commitment to do any of the things described in this Section 3.12.

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3.13 Actions. There is no Action pending or to the Warrantors’ knowledge threatened in writing against or affecting any Group Company or any of its officers, directors or Key Employees with respect to its businesses or proposed business activities, or any officers, directors or Key Employees of any Group Company in connection with such person’s respective relationship with such Group Company. Without limiting the generality of the foregoing, there are no Actions pending against any of the Group Companies or, to the knowledge of the Warrantors, threatened against any of the Group Companies, relating to the use by any employee of any Group Company of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties. There is no judgment or award unsatisfied against any Group Company, nor is there any Governmental Order in effect and binding on any Group Company or their respective assets or properties. There is no Action pending by any Group Company against any third party nor does any Group Company intend to commence any such Action. No Governmental Authority has at any time challenged or questioned the legal right of any Group Company to conduct its business as presently being conducted.

3.14 Liabilities. No Group Company has any Liabilities except for (i) liabilities set forth in the Balance Sheet that have not been satisfied since the Statement Date, and (ii) current liabilities incurred since the Statement Date in the ordinary course of the Group’s business consistent with its past practices. No Group Company has any Indebtedness outside the ordinary course of business that it has directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the Group Company has otherwise become directly or indirectly liable. No Group Company is a guarantor or indemnitor of any Liabilities of any other Person (other than a Group Company).

3.15 Commitments.

(a) Section 3.15(a) of the Disclosure Schedule contains a complete and accurate list of all Material Contracts. “Material Contracts” means, collectively, each Contract to which a Group Company, or any of their properties or assets is bound or currently subject to that (a) involves outstanding obligations (contingent or otherwise) or outstanding payments in excess of RMB10,000,000, (b) involves Intellectual Property that is material to a Group Company or the Business (other than generally-available “off-the-shelf” shrink-wrap software licenses obtained by the Group on non-exclusive and non-negotiated terms), including without limitation, the Licenses, (c) restricts the ability of a Group Company to compete or to conduct or engage in any business or activity or in any territory, (d) relates to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities, (e) involves any provisions providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights, or grants a power of attorney, agency or similar authority, (f) is with a Related Party, (g) involves outstanding Indebtedness over RMB10,000,000, an extension of credit, a guaranty, surety or assumption of any obligation or any secondary or contingent Liabilities, deed of trust, or the grant of a Lien, (h) involves the lease, license, sale, use, disposition or acquisition of any material assets of the Group, (i) involves the waiver, compromise, or settlement of any dispute, claim, litigation or arbitration over RMB1,000,000, (j) involves the ownership or lease of, title to, use of, or any leasehold or other interest in, any real or personal property (except for personal property leases in the ordinary course of business and involving payments of less than RMB1,000,000), including without limitation, the Leases, (k) involves the establishment, contribution to, or operation of a partnership, joint venture, alliance or similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, equity interests or assets of any Person, (l) is between any Domestic Company and another Group Company, (m) is with a Governmental Authority, state-owned enterprise, or sole-source supplier of any material product or service (other than utilities), (n) is a Benefits Plan, or a collective bargaining agreement or is with any labor union or other representatives of the employees, (o) is a brokerage or finder’s agreement, or (p) material sales agency, marketing or distributorship Contract valued at over RMB10,000,000, (q) is the Xxxx Xxxx Contract, (r) is any of the Share Restriction Agreements or (s) is outside of the ordinary course of business of any Group Company or is otherwise material to a Group Company or is one on which a Group Company is substantially dependent.

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(b) Each Material Contract is a valid and binding agreement of the Group Company that is a party thereto, the performance of which does not and will not violate any applicable Law or Governmental Order, and is in full force and effect and enforceable against the parties thereto, except (x) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (y) as may be limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. Each Group Company has duly performed all of its obligations under each Material Contract to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or alleged default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by such Group Company or any other party or obligor with respect thereto, has occurred, or as a result of the execution, delivery, and performance of the Transaction Documents will occur. No Group Company has given notice (whether or not written) that it intends to terminate a Material Contract or that any other party thereto has breached, violated or defaulted under any Material Contract. No Group Company has received any notice (whether written or not) that it has breached, violated or defaulted under any Material Contract or that any other party thereto intends to terminate such Material Contract, nor is any Warrantor aware of any circumstances that may lead to the termination of any Material Contract.

3.16 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions; Absence of Government Interests.

(a) Each Warrantor and its respective directors, officers, employees, agents and other persons acting on its behalf (collectively, “Representatives”) are familiar with and are and have been in compliance with all applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering, record keeping and internal control laws (collectively, the “Compliance Laws”) including the FCPA, as if it were a U.S. Person. Furthermore, no Public Official (i) holds an ownership or other economic interest, direct or indirect, in any of the Group Companies or in the contractual relationship formed by this Agreement, or (ii) serves as an officer, director or employee of any Group Company. Without limiting the foregoing, neither any Group Company nor any Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of,

(i) the making of any gift or payment of anything of value to any Public Official by any Person to obtain any improper advantage, affect or influence any act or decision of any such Public Official, or assist any Group Company in obtaining or retaining business for, or with, or directing business to, any Person.

(ii) the taking of any action by any Person which (i) would violate the FCPA, if taken by an entity subject to the FCPA, or (ii) could reasonably be expected to constitute a violation of any applicable Compliance Law, or

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(iii) the making of any false or fictitious entries in the books or records of any Group Company by any Person, or

(iv) the using of any assets of any Group Company for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.

(b) No Group Company or any of its Representatives has ever been found by a Governmental Authority to have violated any criminal or securities Law or is subject to any indictment or any government investigation for bribery. None of the beneficial owners of any Equity Securities or other interest in any Group Company or the current or former Representatives of any Group Company are or were Public Officials.

(c) No Group Company or any of its Representatives is a Prohibited Person, and no Prohibited Person will be given an offer to become an employee, officer, consultant or director of any Group Company. No Group Company has conducted or agreed to conduct any business, or entered into or agreed to enter into any transaction with a Prohibited Person.

3.17 Title; Properties.

(a) Title; Personal Property. Each Group Company has good and valid title to all of its respective assets, whether tangible or intangible (including those reflected in the Balance Sheet, together with all assets acquired thereby since the Statement Date, but excluding those that have been disposed of since the Statement Date), in each case free and clear of all Liens, other than Permitted Liens. The foregoing assets collectively represent all assets (including all rights and properties) necessary for the conduct of the business of each Group Company as presently conducted. Except for leased or licensed assets, no Person other than a Group Company owns any interest in any such assets. All leases of real or personal property to which a Group Company is a party are fully effective and afford the Group Company valid leasehold possession of the real or personal property that is the subject of the lease. All machinery, vehicles, equipment and other tangible personal property owned or leased by a Group Company are in good condition and repair (reasonable wear and tear excepted). There are no facilities, services, assets or properties which are used in connection with the business of the Group and which are shared with any other Person that is not a Group Company.

(b) Real Property. No Group Company owns or has legal or equitable title or other right or interest in any real property other than as held pursuant to Leases. Section 3.17(b) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease and the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.17(b) of the Disclosure Schedule are true and complete. The lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including without limitation any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no material claim asserted or, to the knowledge of the Warrantors, threatened in writing by any Person regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted.

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3.18 Related Party Transactions. Other than as set forth in Section 3.18 of the Disclosure Schedule (the “Related Party Transactions”), no Related Party has any Contract, understanding, or proposed transaction with, or is indebted to, any Group Company or has any direct or indirect interest in any Group Company other than as set forth in Section 3.2(a) of the Disclosure Schedule, nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party (other than for accrued salaries, for the current pay period, reimbursable expenses or other standard employee benefits). The Related Party Transactions are entered into in the ordinary course of business of the relevant Group Company on terms that are no less favorable to the relevant Group Company than arm’s length terms. No Related Party has any direct or indirect interest in any Person with which a Group Company is affiliated or with which a Group Company has a material business relationship (including any Person which purchases from or sells, licenses or furnishes to a Group Company any goods, intellectual or other property rights or services), or in any Contract to which a Group Company is a party or by which it may be bound or affected, and no Related Party directly or indirectly competes with, or has any interest in any Person that competes with the businesses of the Group Companies, being the operation of mobile content aggregation platforms and any other major business operations of any Group Company, except those disclosed in Section 3.3 of the Disclosure Schedule.

3.19 Intellectual Property Rights.

(a) Company IP. Except as disclosed in Section 3.19(a) of the Disclosure Schedule, each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to or otherwise has the licenses to use all Intellectual Property necessary and sufficient to conduct its business as currently conducted and proposed to be conducted by such Group Company (“Company IP”) without any conflict with or infringement of the rights of any other Person. Section 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

(b) IP Ownership. All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any material Company Owned IP. No material Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. Each Principal has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business. No Group Company has (a) transferred or assigned any Company IP; (b) authorized the joint ownership of, any Company IP; or (c) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain.

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(c) Infringement, Misappropriation and Claims. No Group Company has violated, infringed or misappropriated any Intellectual Property of any other Person, nor has any Group Company received any written notice alleging any of the foregoing. To the knowledge of each of the Warrantors, no Person has violated, infringed or misappropriated any Company IP of any Group Company, and no Group Company has given any written notice to any other Person alleging any of the foregoing. No Person has challenged the ownership or use of any Company IP by a Group Company. No Group Company has agreed to indemnify any Person for any infringement, violation or misappropriation of any Intellectual Property by such Person.

(d) Assignments and Prior IP. Except as disclosed in Section 3.19(d) of the Disclosure Schedule, all inventions and know-how conceived by employees of a Group Company related to the business of such Group Company are currently owned exclusively by a Group Company. All employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in a Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. All employee inventors of Company Owned IP have received reasonable reward and remuneration from a Group Company for his/her service inventions or service technology achievements in accordance with the applicable PRC Laws. It will not be necessary to utilize any Intellectual Property of any such Persons made prior to their employment by a Group Company and none of such Intellectual Property has been utilized by any Group Company, except for those that are exclusively owned by a Group Company. None of the employees, consultants or independent contractors, currently or previously employed or otherwise engaged by any Group Company, (a) is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to such Group Company or to any other Persons, including former employers, or (b) is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the business of such Group Company as presently conducted.

(e) Licenses. Section 3.19(e) of the Disclosure Schedule contains a complete and accurate list of the Licenses. The “Licenses” means, collectively, (a) all licenses, sublicenses, and other Contracts to which any Group Company is a party and pursuant to which any third party is authorized to use, exercise or receive any benefit from any material Company IP, and (b) all licenses, sublicenses and other Contracts to which any Group Company is a party and pursuant to which such Group Company is authorized to use, exercise, or receive any benefit from any material Intellectual Property of another Person, in each case except for (1) agreements involving “off-the-shelf” commercially available software, and (2) non-exclusive licenses to customers of the Business in the ordinary course of business consistent with past practice. The Group Companies have paid all license and royalty fees required to be paid under the Licenses.

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(f) Protection of IP. Each Group Company has taken reasonable and appropriate steps to protect, maintain and safeguard Company IP and made all applicable filings, registrations and payments of fees in connection with the foregoing. Without limiting the foregoing, all current and former officers, employees, consultants and independent contractors of any Group Company and all suppliers, customers, distributors, and other third parties having access to any Company IP have executed and delivered to such Group Company an agreement requiring the protection of such Company IP. To the extent that any Company IP has been developed or created independently or jointly by an independent contractor or other third party for any Group Company, or is incorporated into any products or services of any Group Company, such Group Company has a written agreement with such independent contractor or third party and has thereby obtained ownership of, and is the exclusive owner of all such independent contractor’s or third party’s Intellectual Property in such work, material or invention by operation of law or valid assignment.

(g) No Public Software. No Public Software forms part of any product or service provided by any Group Company or was or is used in connection with the development of any product or service provided by any Group Company or is incorporated into, in whole or in part, or has been distributed with, in whole or in part, any product or service provided by any Group Company. No Software included in any Company Owned IP has been or is being distributed, in whole or in part, or was used, or is being used in conjunction with any Public Software in a manner which would require that such Software be disclosed or distributed in source code form or made available at no charge.

3.20 Labor and Employment Matters.

(a) Each Group Company has complied with all applicable Laws related to labor or employment, including provisions thereof relating to wages, hours, working conditions, benefits, retirement, social welfare, equal opportunity and collective bargaining. There is not pending or threatened, and there has not been since the incorporation of each Group Company, any Action relating to the violation or alleged violation of any applicable Laws by such Group Company related to labor or employment, including any charge or complaint filed by an employee with any Governmental Authority or any Group Company.

(b) Section 3.20(b) of the Disclosure Schedule contains a true and complete list of each Benefit Plan currently or previously adopted, maintained, or contributed to by any Group Company or under which any Group Company has any Liability or under which any employee or former employee of any Group Company has any present or future right to benefits. True, complete and accurate copies of the plans of the Current ESOP, the documents relating to the Trust and the transfer of Ordinary Shares to the ESOP Trustee have been provided to the Purchaser. Except for required contributions or benefit accruals for the current plan year, no Liability has been or is expected to be incurred by any Group Companies under or pursuant to any applicable Laws relating to any Benefit Plan or individual employment compensation agreement, and, no event, transaction or condition has occurred or exists that would result in any such Liability to any Group Companies. Each of the Benefit Plans listed in Section 3.20(b) of the Disclosure Schedule is and has at all times been in compliance with all applicable Laws (including without limitation, SAFE Rules and Regulations, if applicable), and all contributions to, and payments for each such Benefit Plan have been timely made. There are no pending or threatened Actions involving any Benefit Plan listed in Section 3.20(b) of the Disclosure Schedule (except for claims for benefits payable in the normal operation of any Benefit Plan). Each Group Company maintains, and has fully funded, each Benefit Plan and any other labor-related plans that it is required by Law or by Contract to maintain. Each Group Company is in compliance with all Laws and Contracts relating to its provision of any form of Social Insurance, and has paid, or made provision for the payment of, all Social Insurance contributions required under applicable Laws and Contracts.

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(c) There has not been, and there is not now pending or, to the knowledge of the Warrantors, threatened, any strike, union organization activity, lockout, slowdown, picketing, or work stoppage or any unfair labor practice charge against any Group Company. No Group Company is bound by or subject to (and none of their assets or properties is bound by or subject to) any written or oral Contract, commitment or arrangement with any labor union or any collective bargaining agreements.

(d) Schedule IV enumerates each Key Employee, along with each such individual’s title. Each such individual is currently devoting all of his or her business time to the conduct of the business of the applicable Group Company. To the knowledge of the Warrantors, no such individual is subject to any covenant restricting him/her from working for any Group Company. No such individual is obligated under, or in violation of any term of, any Contract or any Governmental Order relating to the right of any such individual to be employed by, or to contract with, such Group Company. No Group Company has received any notice alleging that any such violation has occurred. No such individual is currently working or plans to work for any other Person that competes with any Group Company, whether or not such individual is or will be compensated by such Person. No such individual or any group of employees of any Group Company has given any notice of an intent to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any such individual or any group of employees.

3.21 Customers and Suppliers. Section 3.21 of the Disclosure Schedule is a correct list of each of the top five (5) business customers (by attributed revenues) and top five (5) suppliers (by attributed expenses), (in each case, with related or affiliated Persons aggregated for purposes hereof) of the Group Companies for the 12-month period ending on the Statement Date. Each such supplier can provide sufficient and timely supplies of goods and services in order to meet the requirements of the Group’s Business consistent with prior practice. No Group Company has experienced or been notified of any shortage in goods or services provided by its suppliers or other providers and has no reason to believe that any Person listed on Section 3.21 of the Disclosure Schedule would not continue to provide to, or purchase from, or cooperate with, respectively, or that it would otherwise alter its business relationship with, the Group at any time after the Closing, on terms substantially similar to those in effect on the date hereof. There is not currently any dispute pending between any Group Company and any Person listed on Section 3.21 of the Disclosure Schedule.

3.22 Internal Controls. Each Group Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions by it are executed in accordance with management’s general or specific authorization, (ii) transactions by it are recorded as necessary to permit preparation of financial statements in conformity with the Accounting Standards and to maintain asset accountability, (iii) access to assets of it is permitted only in accordance with management’s general or specific authorization, (iv) the recorded inventory of assets is compared with the existing tangible assets at reasonable intervals and appropriate action is taken with respect to any material differences, (v) segregating duties for cash deposits, cash reconciliation, cash payment, proper approval is established, and (vi) no personal assets or bank accounts of the employees, directors, officers are mingled with the corporate assets or corporate bank account, and no Group Company uses any personal bank accounts of any employees, directors, officers thereof during the operation of the business.

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3.23 Entire Business. No Group Company shares or provides any facilities, operational services, assets or properties with or to any other entity which is not a Group Company.

3.24 No Brokers. Except as set for the in Section 3.24 of the Disclosure Schedule, neither any Group Company nor any of its Affiliates has any Contract with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement or by any of the Transaction Documents, or has incurred any Liability for any brokerage fees, agents’ fees, commissions or finders’ fees in connection with any of the Transaction Documents or the consummation of the transactions contemplated therein.

3.25 Certain Transactions. All transactions and agreements entered into between any Group Company and any operators of advertising platforms or agents have been entered into in the ordinary course of business and on terms that are no less favorable than arm’s length terms. The execution, delivery and performance of the these Contract by each party thereto do not, and the consummation by such party of the transactions contemplated thereby will not, (a) result in any violation of, be in conflict with, or constitute any default under any Contract to which such party is bound or (b) violate any rights (including any intellectual property rights) of any Person.

3.26 No General Solicitation. Neither any Group Company, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Subscription Shares.

3.27 Control Documents. (a) Each of the parties to the Control Documents has the legal right, power and authority to enter into and perform its/his/her obligations under each Control Document to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it/he/she is a party; (b) each Control Document constitutes a legally binding obligation of the parties thereto, enforceable in accordance with its terms; and (c) each Control Document is in full force and effect.

3.28 General Partner of Tianjin Xxxx Xxx LP. The general partner of Tianjin Xxxx Xxx LP is Tianjin Shengxuan, which will be wholly owned and controlled by Xx. Xxx as of the Closing.

3.29 Disclosure. No representation or warranty by the Warrantors in this Agreement and no information or materials provided by the Warrantors to the Purchaser in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby contains any untrue statement of a material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. Except as set forth in this Agreement or the Disclosure Schedule, there is no fact that the Company has not disclosed to the Purchaser in writing and of which any of its officers, directors or executive employees or the Principals has knowledge or is reasonably expected to have knowledge and which, if disclosed, might reasonably affect the willingness of the Purchaser to subscribe for the Series C2 Preferred Shares for the consideration or otherwise on the terms specified in this Agreement.

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3.30 Survival Period of Representations and Warranties. The representations and warranties of the Warrantors provided in this Section 3 with respect to the Purchaser (other than any Fundamental Warranty which shall survive the Closing indefinitely) shall survive until the later of (such later date, the “Survival Date”) (i) fifteen (15) months after the Series B1 Closing; or (ii) the expiration of the lock-up period applicable to such Purchaser after the Company consummates the IPO and when such Purchaser may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction.

4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing Date, that:

4.1 Authorization. Such Purchaser has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All action on the part of such Purchaser necessary for the authorization, execution and delivery of the Transaction Documents to which it is a party, has been taken or will be taken prior to the Closing. Each Transaction Document has been duly executed and delivered by such Purchaser (to the extent such Purchaser is a party), enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.2 Purchase for Own Account. The Subscription Shares being purchased by such Purchaser and the Conversion Shares thereof will be acquired for such Purchaser’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

4.3 Restricted Securities. Such Purchaser understands that the Subscription Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Securities Act; that the Subscription Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

4.4 Legitimate Source of Investment Funds. The funds used by such Purchaser to pay its Subscription Price are legally acquired by such Purchaser which shall not violate any applicable Laws, including without limitation, applicable anti-money laundering laws.

5. Conditions to the Closing.

5.1 Conditions of the Purchaser’s Obligations at the Closing. The obligations of the Purchaser to consummate the Closing with respect to its applicable Subscribed Shares under Section 2 of this Agreement are subject to the fulfillment, to the satisfaction of such Purchaser on or prior to the Closing, or waiver by such Purchaser, of the following conditions:

(a) Representations and Warranties. Each of the representations and warranties of the Warrantors contained in Section 3 shall have been true, correct and complete when made and shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date.

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(b) Performance. Each Warrantor shall have performed and complied with all obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by them, on or before the Closing.

(c) Authorizations. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by any Warrantor in connection with the consummation of the transactions that are required to be consummated prior to the Closing as contemplated by the Transaction Documents (including but not limited to those related to the formation of the Company, the lawful issuance and sale of the Subscription Shares, and any waivers of notice requirements, rights of first refusal, preemptive rights, put or call rights or other similar rights) shall have been duly obtained and effective as of the Closing, and evidence thereof shall have been delivered to the Purchaser.

(d) Proceedings and Documents. All corporate and other proceedings in connection with the transactions to be completed at the Closing and all documents incident thereto, including without limitation written approval from all of the then current holders of equity interests of each Group Company, as applicable, with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been completed in form and substance satisfactory to the Purchaser, and the Purchaser shall have received all such copies of such documents as it may reasonably request.

(e) Memorandum and Articles. The Memorandum and Articles, in the form attached hereto as Exhibit A, shall have been duly adopted by all necessary action of the Board of Directors and/or the members of the Company (which Memorandum and Articles shall have been duly filed with the appropriate authority(ies) of the Cayman Islands within five (5) Business Days after the Closing), and such adoption shall have become effective prior to the Closing with no alternation or amendment as of the Closing, and reasonable evidence thereof shall have been delivered to the Purchaser, provided that if the Closing takes place after the Company’s IPO, the foregoing condition shall not be required. The Charter Documents of each of the other Group Companies shall be in the form and substance reasonably satisfactory to the Purchaser.

(f) Transaction Documents. Each of the parties to the Transaction Documents, other than the Purchaser and, where applicable, its Affiliates, shall have executed and delivered such Transaction Documents to the Purchaser, provided that if the Closing takes place after the Company’s IPO, the Transaction Documents shall not include the Shareholders Agreement.

(g) Employment Agreement; Confidentiality, Non-compete and Invention Assignment Agreement. Jifen and each Principal (except Xx. Xxx) and each Key Employee shall have entered into an employment agreement and a confidentiality, non-compete and invention assignment agreement or an employment agreement containing confidentiality, non-compete and invention assignment provisions, in a form reasonably satisfactory to the Purchaser, and reasonable evidence thereof shall have been delivered to the Purchaser.

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(h) SAFE Registration. Except with respect to the 10,000,000 Ordinary Shares transferred by Xx. Xxx to Qu World Limited, (i) each Principal who is a “Domestic Resident” as defined in Circular 37 and is subject to any of the registration or reporting requirements of Circular 37 (a “Domestic Resident”) shall have, and (ii) the Group Companies shall have ensured that those individuals described in (i) above shall have, and shall have used commercially reasonable efforts to cause that any other holder or beneficial owner of Equity Securities of any Group Company who is a Domestic Resident shall have, in each case, complied with all reporting and/or registration requirements (including filings of amendments to existing registrations) under Circular 37, and obtained a SAFE registration certificate with respect to his/her interest in the Company, in form and substance satisfactory to the Purchaser.

(i) No Material Adverse Effect. There shall have been no Material Adverse Effect since the Statement Date.

(j) Due Diligence. The Purchaser shall have completed its business, legal, and financial due diligence investigation of the Group Companies to its satisfaction.

(k) Consent of Governmental Authorities. All Consents of the competent Government Authorities or entities in the PRC necessary for the Subscription (“PRC Approvals”) have been obtained by the Purchaser, including but not limited to: (A) the Consent of National Development and Reform Commission (“NDRC”) or its local counterpart; (B) the Consent of Ministry of Commerce (“MOFCOM”) or its local counterpart; (C) the Consent of SAFE or any applicable commercial banks under the supervision of SAFE; (d) the Consent (including but not limited to state-owned assets appraisal report as required by competent Government Authorities) of State-owned Assets Supervision and Administration Commission (“SASAC”) or its local counterpart.

(l) Governmental Order. There shall not be any Governmental Order or any condition imposed under any Law which would prohibit or restrict the sale and issuance of the Subscription Shares or the consummation of the transactions contemplated hereby or by any other Transaction Documents, and no Governmental Authority shall have requested any information in connection with, or instituted or threatened any action or investigation to restrain, prohibit or otherwise challenge, the transactions contemplated by the Transaction Documents.

(m) No Litigation. Except as disclosed in the Disclosure Schedule, no action shall have been threatened or instituted against the Purchaser or any Group Company seeking to enjoin or challenge the validity of, or assert any Liability against any of them on account of, any transactions contemplated by the Transaction Documents.

(n) Closing Certificate. A director of the Company shall have executed and delivered to the Purchaser at the Closing a certificate dated as of the Closing (i) stating that the conditions specified in this Section 5.1 have been fulfilled as of the Closing, (ii) all corporate and other proceedings in connection with the transactions to be completed at the Closing and all documents incident thereto, including without limitation written approval from all of the then current holders of equity interests of each Group Company, as applicable, with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been completed, and each Group Company shall have delivered to the Purchaser all such copies of such documents as such Purchaser may reasonably request, and (iii) attaching thereto (a) the Charter Documents of the Group Companies as then in effect, and (b) copies of all resolutions approved by the shareholders and boards of directors of each Group Company related to the transactions contemplated hereby.

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Each of the Warrantors shall use their respective best efforts to cause each of the condition precedents set forth in this Section 5.1 to be satisfied as soon as possible following the date hereof.

5.2 Conditions of the Company’s Obligations at Closing. The obligations of the Company to consummate the Closing under Section 2 of this Agreement with respect to the Purchaser, unless otherwise waived in writing by the Company, are subject to the fulfillment on or before the Closing of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall have been true and complete when made and shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date.

(b) Performance. The Purchaser shall have performed and complied with all covenants, obligations and conditions contained in this Agreement that are required to be performed or complied with by such Purchaser on or before the Closing.

(c) Authorizations. All Consents of any competent Governmental Authority or of any other Person that are required to be obtained by the Purchaser in connection with the consummation of the transactions that are required to be consummated prior to the Closing as contemplated by the Transaction Documents (including but not limited to those related to execution, delivery and performance of the Transaction Documents by such Purchaser and the formation of the holding company designated by such Purchaser and to be registered as holder of the Subscription Shares) shall have been duly obtained and effective as of the Closing, and evidence thereof shall have been delivered to the Company.

(d) Written Notice. The Purchaser shall have executed and delivered to the Company at least ten (10) business prior to the Closing a written notice stating that (i) all Consents of any competent Governmental Authority and of any other Person required have been obtained, and (ii) the holding company has been incorporated and validly existing to be registered as the holder of the Subscription Shares, and evidence thereof shall have been delivered to the Company.

The Purchaser shall use its best efforts to cause each of the condition precedents set forth in this Section 5.2 to be satisfied as soon as possible following the date hereof.

6. Covenants.

6.1 [Reserved]

6.2 Pre-Closing Covenants.

(a) Cayman Legal Opinion. As soon as possible but in any event no later than five (5) Business Days after the execution of this Agreement, the Company shall deliver a legal opinion from the Cayman legal counsel of the Group Companies to the Purchaser in the form and substance satisfactory to the Purchaser. Such Cayman legal opinion shall substantially indicate that, including but without limitation to, the Purchaser is entitled to receive and be registered as the holder of its Subscription Shares, i.e. Series C2 Preferred Shares if the Closing takes place prior to the Company’s IPO or the same number of Ordinary Shares if the Closing takes place after the Company’s IPO, in accordance with this Agreement provided that conditions to Closing in the Section 5 have been met or waived by relevant parties.

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(b) U.S. Legal Memorandum. As soon as possible but in any event no later than five (5) Business Days after the execution of this Agreement, the Company shall deliver a legal memorandum from the U.S. legal counsel of the Group Companies in form and substance satisfactory to the Purchaser. Such U.S. legal memorandum shall substantially indicate that, including but without limitation to, (i) any necessary action which the Company and/or the Purchaser shall take to list or trade the shares received by the Purchaser pursuant to this Agreement on the primary exchange on which the Company’s securities are then listed or traded and (ii) the lock-up period of the shares received by the Purchaser provided by the applicable Securities Act or listing rules.

(c) Most Favorable Terms. After the date hereof and prior to the Closing, if the Company grants any more favorable preferred rights to any new investor compared to those granted to the Purchaser, the Purchaser shall be automatically entitled to those more favorable preferred rights.

6.3 Post-Closing Covenants. Each of the Warrantors jointly and severally undertakes that it/he will procure the following post-closing covenants to be fully performed by relevant party.

(a) Lock-up Period. The shares received by the Purchaser shall be subject to a lock-up period of one hundred and eighty (180) days after the closing of the IPO.

(b) Registration Other Than on Form F-3 or Form S-3. Notwithstanding anything to the contrary in the Transaction Documents, at any time or from time to time after the earlier of (i) the date that is six (6) months after the closing of the IPO, or the date that the lock-up by underwriters is partially or wholly released, the Purchaser is entitled to request in writing that the Company effect a Registration of Registrable Securities held by the Purchaser. Upon receipt of such request, the Company shall use its best efforts to cause the Registrable Securities held by the Purchaser to be registered. The Company shall be obligated to effect only one (1) Registration at the request of the Purchaser pursuant to this Section 6.3(b) that has been declared and ordered effective. All expenses incurred in connection with Registration in this Section6.3(b), including all Registration, filing and qualification fees (including to the Commission and FINRA), printers’ and accounting fees, fees and disbursements of legal counsel for the Company and any reasonable fees and expenses of underwriters (if any) customarily paid by an issuer shall be borne by the Company. In addition, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than the Purchaser) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities (except for Exempt Registrations), the Company shall promptly (but in no event fewer than twenty (20) days prior to the proposed date of filing such Registration Statement, or in the case of a Shelf Registration Statement, the anticipated pricing or trade date) give the Purchaser written notice of such Registration and, upon the written request of the Purchaser given within fifteen (15) days after delivery of such notice, the Company shall use its reasonable best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by the Purchaser. If the Purchaser decides not to include all or any of its Registrable Securities in such Registration by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company, all upon the terms and conditions set forth in the Shareholders Agreement. In order to avoid any doubt, the Purchaser is entitled to participate in all registrations rights set forth in the Shareholders Agreement as if it was a signatory to such agreement.

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(c) Content Censorship System. The Company shall take all necessary corporate action to ensure that if Jifen or any of its subsidiaries proposes to amend its content censorship system, such company shall obtain the prior consent of the relevant management representative appointed by the holder of the Series C2 Preferred Shares to Jifen, regardless of whether the Closing has been fully consummated.

(d) Board of Directors. The Company shall take all necessary corporate action such that immediately following the Closing, the Purchaser shall have the right to designate one (1) director of the Board, with one (1) vote at any Board Meeting. The Purchaser shall receive a copy of the Company’s register of directors, certified by the registered agent of the Company as true and complete as of the Closing Date.

(e) Grants under the Current ESOP. The Company shall ensure that the Current ESOP complies with all applicable Laws and ensure that all award grants shall be made in accordance with the Current ESOP.

(f) Memorandum and Articles. The Company shall file the Memorandum and Articles with the Registrar of Companies of the Cayman Islands within five (5) Business Days following the Closing.

(g) Other Issues in the Disclosure Schedule. As soon as practicable following the Closing, each of the Warrantors shall resolve in a reasonably practicable manner the issues which are disclosed in the Disclosure Schedule but not expressly specified as a covenant under this Section 6.3 or a specific condition precedent to the Closing under Section 5.1.

(h) Compliance with Applicable Law. Following the Closing, each of the Warrantors shall cause each of the Group Companies to, comply with all applicable Laws in any material respect, including but not limited to applicable PRC Laws relating to telecommunication, publication, advertisement, culture, Intellectual Property, anti-monopoly, taxation, employment and social welfare, foreign exchange and benefits. For the purpose to perform and implement the foregoing obligations, each of the Warrantors shall cause each of the Group Companies to, by using its best efforts, operate its Business and/or adjust its operations in a way to comply with of applicable Laws or the requirements of Governmental Authorities.

(i) Qualifications. Following the Closing, each of the Warrantors shall cause each of the Group Companies to, at all times maintain the validity of, and comply with all legal and regulatory requirements with respect to, the Consents that it has obtained and may need to obtain after the Closing for the conduct of its Business.

(j) Further Assurances. Upon the terms and subject to the conditions herein, each of the Parties hereto agrees to use its best efforts to take or cause to be taken all action, to do or cause to be done, to execute such further instruments, and to assist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Documents, provided that except as expressly provided herein, no Party shall be obligated to grant any waiver of any condition or other waiver hereunder

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(k) Effective Period of Post-Closing Covenants. The covenants of the Warrantors provided in this Section 6.3 with respect to the Purchaser shall remain effective until the earlier of (i) fifteen (15) months after the Series B1 Closing; and (ii) the expiration of the lock-up period applicable to the Purchaser after the Company consummates the IPO.

7. Miscellaneous Provisions.

7.1 Successors and Assigns . Except as otherwise provided herein, 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 hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement and the rights and obligations therein may not be assigned by any Warrantor without the prior written consent of the Purchaser.

7.1A Assignment by the Purchaser. The Purchaser (and its successor and assign) is entitled to assign its rights and obligations hereunder together as a whole to its Affiliates, without the prior consent of other Parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

In the event that the Purchaser assigns its rights and obligations hereunder together as a whole to its domestic Affiliate (the “Domestic Transferee”), each of the Company and the other parties to this Agreement agrees to continue to perform this Agreement and be bound by its terms in every way as if the Domestic Transferee were the original party to this Agreement in place of the Purchaser. Each of the Company and the other parties to this Agreement releases the Purchaser from all liabilities and obligations under this Agreement.

In the event that the Domestic Transferee further assigns its rights and obligations hereunder together as a whole to its overseas Affiliate (the “Overseas Transferee”), each of the Company and the other parties to this Agreement agrees to continue to perform this Agreement and be bound by its terms in every way as if the Overseas Transferee were the original party to this Agreement in place of the Domestic Transferee. Each of the Company and the other parties to this Agreement releases the Domestic Transferee from all liabilities and obligations under this Agreement.

7.2 Governing Law. This Agreement shall be governed by and construed under the Laws of Hong Kong, without regard to principles of conflict of Laws thereunder.

7.3 Dispute Resolution.

(a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of the claimant to the dispute with notice (the “Arbitration Notice”) to the respondents(s) to the dispute.

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(b) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be three (3) arbitrators. The claimant(s) to the dispute shall jointly select one arbitrator and the respondent(s) to the dispute shall jointly select one arbitrator. All selections shall be made within 30 days after the selecting Party gives or receives 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.

(c) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section, including the provisions concerning the appointment of the arbitrators, the provisions of this Section shall prevail.

(d) Each party to the arbitration shall cooperate with each other parties to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

(e) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(f) The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(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.

(h) 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.

7.4 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address of the relevant Party as shown on Schedule V (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties to this Agreement given in accordance with this Section). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a written confirmation of delivery, and to have been effected at the earlier of (i) delivery (or when delivery is refused) and (ii) expiration of two (2) Business Days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid, if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next Business Day. Notwithstanding the foregoing, to the extent a “with a copy to” address is designated, notice must also be given to such address in the manner above for such notice, request, consent or other communication hereunder to be effective.

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7.5 Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Warrantors contained in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby with the survival period provided herein respectively.

7.6 Indemnity.

(a) The Warrantors hereby agree to jointly and severally indemnify and hold harmless the Purchaser, and such Purchaser’s respective employees, Affiliates, Associates, agents and assigns (collectively, the “Indemnified Parties” and each, an “Indemnified Party”), from and against any and all Indemnifiable Losses suffered by any of the Indemnified Parties, directly or indirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to this Agreement or any of the other Transaction Documents.

(b) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), provided that such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or equal to US$100,000, in which case the Warrantors shall be liable for the total aggregated amounts of the Indemnifiable Loss back to the first dollar and not for the excess amount only. For the purposes of calculating the amounts for any Indemnifiable Losses, all materiality or Material Adverse Effect qualifiers contained in any representations, warranties or covenants shall be disregarded.

(c) Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to the Purchaser (including all of its relevant Indemnified Parties) shall be limited to the amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price (the cash part only) paid by such Purchaser for its Subscription Shares, provided however, the aggregate indemnification liability cap of the Warrantors in this Section 7.6(c) shall not apply to any Liability of any Warrantor in connection with fraud or criminal acts of such Warrantor that materially jeopardizes the interests of the Group Companies or the Business or any other future business that the Group Companies may be engaged in (such fraud or criminal acts, “Disqualifying Event”).

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(d) With respect to any Indemnifiable Loss suffered by the Purchaser as a result of the breach of any Group Company, the Principals shall bear and assume the relevant indemnification liability only when all the Group Companies fail to bear and assume the relevant indemnification liability pursuant to Section 7.6(a). In the event the Group Companies fail to pay any portion of the Indemnifiable Loss suffered by the Purchaser, within six (6) months after receiving a valid claim for indemnification raised by such Purchaser, the Principals shall, within one (1) month after the expiry of such six (6) months period, pay to such Purchaser by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Purchaser, any shortfall in respect of such claim not paid by the Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to the Purchaser (including all of their relevant Indemnified Parties) shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a fraction, the numerator of which is the number of Series C2 Preferred Shares then held by such Purchaser, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares then held by all the holders of the Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis).

(e) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend in a diligent manner any actions or proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgment under the foregoing legal proceedings against the Indemnified Party suffered by it in good faith shall be conclusive evidence of the amount of Indemnifiable Losses suffered by it against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party.

(f) Each of the Warrantors hereby acknowledges that, regardless of any investigation or diligence made (or not made) by or on behalf of any Indemnified Party, the Purchaser has entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and other agreements made therein.

(g) This Section 7.6 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation.

(h) The indemnity obligations of the Warrantors with respect to the Purchaser provided in this Section 7.6 shall remain effective until the earlier of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to the Purchaser after the Company consummates the IPO.

7.7 Rights Cumulative; Specific Performance. Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at Law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party. Without limiting the foregoing, the Parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

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7.8 Confidentiality.

(a) The terms and conditions of this Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party hereto and by representatives of such Parties to any other Party hereof or any of the representatives of such Parties (collectively, the “Confidential Information”), shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below.

(b) Notwithstanding the foregoing, each Party may disclose (i) the Confidential Information to its Affiliates and its and its Affiliates’ respective shareholders, directors, employees or advisers (including without limitation bankers, consultants, financial advisers, accountants, legal counsels or members of advisory boards) on a need-to-know basis, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7.7, (ii) such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate such Party’s operations, in each case as such Party deems appropriate in good faith, and (iii) the Confidential Information to any Person to which disclosure is approved in writing by the other Parties. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 7.7(c) below.

(c) Except as set forth in Section 7.7(b)above, in the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, other Laws of any jurisdiction, or any applicable stock exchange rules or regulations) to disclose the existence of this Agreement or any Confidential Information, such Party (the “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact and shall consult with the other Parties hereto regarding such disclosure. At the request of any other Parties, the Disclosing Party may, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.

(d) Notwithstanding any other provision of this Section 7.7, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted party learns from a third party which the receiving party reasonably believes to have the right to make the disclosure; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party; or (iii) information which enters the public domain without breach of the confidentiality obligations hereunder of the restricted party.

(e) Notwithstanding the foregoing, no Warrantor shall use the name or logo of the Purchaser in any manner, context or format (including but not limited to reference on or links to websites, press releases) without the prior consent of such Purchaser.

7.9 Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

7.10 Amendments and Waivers. Any term of this Agreement may be amended, only with the written consent of each of (i) the Company, (ii) each Principal, and (iii) the Purchaser. Any amendment effected in accordance with this paragraph shall be binding upon each of the Parties hereto. Notwithstanding the foregoing, 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 the Party against whom such waiver is sought.

7.11 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

7.12 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.

7.13 No Presumption. The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

41 Share Purchase Agreement

7.14 Headings and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Unless a provision hereof expressly provides otherwise: (i) the term “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) the terms “herein”, “hereof”, and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) the term “including” will be deemed to be followed by, “but not limited to”, (v) the masculine, feminine, and neuter genders will each be deemed to include the others; (vi) the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive; (vii) the term “day” means “calendar day”, and “month” means calendar month, (viii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (ix) all references in this Agreement to designated Schedules, Exhibits and Appendices are to the Schedules, Exhibits and Appendices attached to this Agreement, (x) the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning, (xi) references to laws include any such law modifying, re-enacting, extending or made pursuant to the same or which is modified, re-enacted, or extended by the same or pursuant to which the same is made, (xii) each representation, warranty, agreement, and covenant contained herein will have independent significance, regardless of whether also addressed by a different or more specific representation, warranty, agreement, or covenant, (xiii) all accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, (xiv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (xv) references to this Agreement, any other Transaction Documents and any other document shall be construed as references to such document as the same may be amended, supplemented or novated from time to time, and (xvi) all references to dollars or to “US$” are to currency of the United States of America and all references to RMB are to currency of the PRC.

7.15 Counterparts. This Agreement may be executed 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. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

7.16 Entire Agreement. This Agreement and the Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersede all other agreements between or among any of the Parties with respect to the subject matters hereof and thereof.

7.17 Use of English Language. This Agreement has been executed and delivered in the English language. Any translation of this Agreement into another language shall have no interpretive effect. All documents or notices to be delivered pursuant to or in connection with this Agreement shall be in the English language or, if any such document or notice is not in the English language, accompanied by an English translation thereof, and the English language version of any such document or notice shall control for purposes thereof.

7.18 Termination.

(a) Termination of this Agreement. This Agreement may be terminated prior to the Closing: (i) by mutual written consent of the Company and the Purchaser, or (ii) by the Company (x) if the Company’s IPO is consummated prior to December 31, 2018 yet the Closing has not been consummated within the earlier of (1) twelve (12) months upon the consummation of the IPO, or (2) eighteen (18) months after the date of this Agreement; or (y) if the Company’s IPO is consummated after December 31, 2018 yet the Closing has not been consummated within the earlier of (1) twelve (12) months upon the consummation of the IPO, or (2) twenty-four (24) months after the date of this Agreement. For the avoidance of doubt, if the Company fails to consummate the IPO within twenty-four (24) months after the date of this Agreement, the Company and the Purchaser may mutually negotiate to extend the foregoing termination terms of this Agreement.

(b) Effects of Termination. If this Agreement is terminated as provided under this Section 7.18, this Agreement will be of no further force or effect upon termination provided that (i) the termination will not relieve any Party from any Liability for any antecedent breach of this Agreement, and (ii) Sections 7.2, 7.3, 7.7, and 7.8 through 7.18 shall survive the termination of this Agreement.

[The remainder of this page has been left intentionally blank]

42 Share Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

GROUP COMPANIES:				Qutoutiao Inc.
				By:		/s/ Tan Siliang
				Name:		Tan Siliang (谭思亮)
				Title:		Director
				InfoUniversal Limited
				By:		/s/ Tan Siping
				Name:		Tan Siping (谭思萍)
				Title:		Director
				Shanghai Quyun Internet Technology Co., Ltd. (上海趣蕴网络科技有限公司)
				By:		/s/ Li Lei
				Name:		Li Lei (李磊)
				Title:		Legal Representative
				Shanghai Jifen Culture Communications Co., Ltd. (上海基分文化传播有限公司)
				By:		/s/ Xxxx Xxxxx
				Name:		Xxxx Xxxxx (陈思晖)
				Title:		Legal Representative

[Signature Page to the Series C2 Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

GROUP COMPANIES:				Shanghai Xike Information Technology Service Co., Ltd. (上海溪客信息技术服务有限公司)
				By:		/s/ Li Lei
				Name:		Li Lei (李磊)
				Title:		Legal Representative
				Shanghai Tuile Information Technology Service Co., Ltd. (上海推乐信息技术服务有限公司)
				By:		/s/ Xxxx Xxxxx
				Name:		Xxxx Xxxxx (陈思晖)
				Title:		Legal Representative
				Anhui Zhangduan Internet Technology Co., Ltd. (安徽掌端网络科技有限公司)
				By:		/s/ Li Lei
				Name:		Li Lei (李磊)
				Title:		Legal Representative
				Beijing Qukandian Internet Technology Co., Ltd. (北京趣看点网络科技有限公司)
				By:		/s/ Li Lei
				Name:		Li Lei (李磊)
				Title:		Legal Representative
				Shanghai Dianguan Internet Technology Co., Ltd. (上海点冠网络科技有限公司)
				By:		/s/ Xxxxx Xxxxx
				Name:		Xxxxx Xxxxx (梁湘)
				Title:		Legal Representative

[Signature Page to the Series C2 Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

PRINCIPALS:						Tan Siliang (谭思亮)
						/s/ Tan Siliang
						Li Lei (李磊)
						/s/ Li Lei

[Signature Page to the Series C2 Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

PRINCIPAL HOLDING COMPANIES:				Innotech Overseas Investment Ltd.
				By:		/s/ Tan Siping
				Name:		Tan Siping (谭思萍)
				Title:		Director
				Innotech Group Holdings Ltd.
				By:		/s/ Tan Siping
				Name:		Tan Siping (谭思萍)
				Title:		Director
				News Optimizer (BVI) Ltd.
				By:		/s/ Li Lei
				Name:		Li Lei (李磊)
				Title:		Director

[Signature Page to the Series C2 Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

PURCHASER:				Shanghai Pengpai Online Network Technology Co., Ltd. (上海澎湃在线网络科技有限公司)
				By:		/s/ Xx Xxxxx
				Name:		Xx Xxxxx
				Title:		Director

[Signature Page to the Series C2 Share Purchase Agreement]

SCHEDULE I

List of Principals and Principal Holding Companies

Principal		PRC ID Card Number/Passport Number		Principal Holding Company		Ownership Interest Percentage Held by Principal in the Principal Holding Company
Tan Siliang (谭思亮)		[Redacted]		Innotech Overseas Investment Ltd. Innotech Group Holdings Ltd.		100%
Li Lei (李磊)		[Redacted]		News Optimizer (BVI) Ltd.		100%

Schedule I Share Purchase Agreement

SCHEDULE II

Schedule of Purchaser

Name		Number of Subscription Shares		Subscription Price
Shanghai Pengpai Online Network Technology Co., Ltd. (上海澎湃在线网络科技有限公司)		1,480,123		US$55,102,061 (consisting of certain business and strategic cooperation under the Strategic Cooperation Framework Agreement)
Total		1,480,123		US$55,102,061

Schedule II Share Purchase Agreement

SCHEDULE III

Schedule of Capitalization Immediately before the Closing

Shareholder		Class of Shares		Number of Shares			Percentage (on a fully diluted and as- converted basis)
Innotech Group Holdings Ltd.		ordinary shares			27,123,442				38.5549	%
News Opimizer (BVI) Ltd.		ordinary shares			7,125,000				10.1279	%
Morning Sea Limited		ordinary shares			96,136				0.1367	%
Pebble Capital Management Limited		ordinary shares			3,054,218				4.3414	%
Precious Lead Limited		ordinary shares			563,187				0.8005	%
Double excel investment		ordinary shares			977,650				1.3897	%
L&L LIMITED		ordinary shares			84,690				0.1204	%
Eton International Investment Limited		ordinary shares			42,345				0.0602	%
EASTWEST HOLDINGS GROUP CO., LTD.		ordinary shares			211,724				0.3010	%
Membrane Star LLC		ordinary shares			296,414				0.4213	%
ACE Redpoint Ventures China I, L.P.		ordinary shares			46,881				0.0666	%
ACE Redpoint Associates China I, L.P.		ordinary shares			2,660				0.0038	%
ACE Redpoint China Strategic I, L.P.		ordinary shares			653				0.0009	%
SHANG QIANG LIMITED		ordinary shares			211,724				0.3010	%
Advantage Ace Investment Limited		ordinary shares			163,276				0.2321	%
Current ESOP		ordinary shares			12,464,141				17.7173	%
Under Blinky Hold Limited		ordinary shares			500,000				0.7107	%
CW_toutiao Limited		Series A Preferred Shares			3,071,428				4.3659	%
xInternet Limited		Series A Preferred Shares			225,275				0.3202	%
ACE Redpoint Ventures China I, L.P.		Series A Preferred Shares			1,539,560				2.1884	%
ACE Redpoint Associates China I, L.P.		Series A Preferred Shares			87,363				0.1242	%

Schedule III Share Purchase Agreement

Shareholder		Class of Shares		Number of Shares			Percentage (on a fully diluted and as- converted basis)
ACE Redpoint China Strategic I, L.P.		Series A Preferred Shares			21,429				0.0305	%
CMC Queen Holdings Limited		Series A1 Preferred Shares			1,373,626				1.9526	%
Image Flag Investment (HK) Limited		Series B1 Preferred Shares			5,420,144				7.7045	%
Long Range L.P.		Series B2 Preferred Shares			1,371,974				1.9502	%
People Better Limited		Series B2 Preferred Shares			342,993				0.4876	%
Shunwei Growth III Limited		Series B2 Preferred Shares			342,993				0.4876	%
Shanghai Shanghai ChuangVest Venture Investment Partnership(Limited Partnership)(上海创伴创业投资合伙企业(有限合伙))		Series B2 Preferred Shares			211,724				0.3010	%
Double Excel Investment Limited		Series B2 Preferred Shares			716,145				1.0180	%
Lighthouse Capital International Inc.		Series B2 Preferred Shares			127,035				0.1806	%
CMC Queen Holdings Limited		Series B2 Preferred Shares			423,449				0.6019	%
ACE Redpoint Ventures China I, L.P.		Series B2 Preferred Shares			335,693				0.4772	%
ACE Redpoint Associates China I, L.P.		Series B2 Preferred Shares			19,049				0.0271	%
ACE Redpoint China Strategic I, L.P.		Series B2 Preferred Shares			4,673				0.0066	%
Harvest Ceres Fund, LP		Series B3 Preferred Shares			654,421				0.9302	%
Hundreds ANTA Fund Limited Partnership		Series B3 Preferred Shares			962,384				1.3680	%
Vision Global Capital Limited		Series B3 Preferred Shares			134,734				0.1915	%
Total			70,350,233				100.0000	%

Schedule III Share Purchase Agreement

Schedule of Capitalization Immediately after the Closing

Shareholder		Class of Shares		Number of Shares			Percentage (on a fully diluted and as- converted basis)
Innotech Group Holdings Ltd.		ordinary shares			27,123,442				36.6503	%
News Opimizer (BVI) Ltd.		ordinary shares			7,125,000				9.6276	%
Morning Sea Limited		ordinary shares			96,136				0.1299	%
Pebble Capital Management Limited		ordinary shares			3,054,218				4.1270	%
Precious Lead Limited		ordinary shares			563,187				0.7610	%
Double excel investment		ordinary shares			977,650				1.3210	%
L&L LIMITED		ordinary shares			84,690				0.1144	%
Eton International Investment Limited		ordinary shares			42,345				0.0572	%
EASTWEST HOLDINGS GROUP CO., LTD.		ordinary shares			211,724				0.2861	%
Membrane Star LLC		ordinary shares			296,414				0.4005	%
ACE Redpoint Ventures China I, L.P.		ordinary shares			46,881				0.0633	%
ACE Redpoint Associates China I, L.P.		ordinary shares			2,660				0.0036	%
ACE Redpoint China Strategic I, L.P.		ordinary shares			653				0.0009	%
SHANG QIANG LIMITED		ordinary shares			211,724				0.2861	%
Advantage Ace Investment Limited		ordinary shares			163,276				0.2206	%
Current ESOP		ordinary shares			12,464,141				16.8420	%
Under Blinky Hold Limited		ordinary shares			500,000				0.6756	%
CW_toutiao Limited		Series A Preferred Shares			3,071,428				4.1502	%
xInternet Limited		Series A Preferred Shares			225,275				0.3044	%
ACE Redpoint Ventures China I, L.P.		Series A Preferred Shares			1,539,560				2.0803	%
ACE Redpoint Associates China I, L.P.		Series A Preferred Shares			87,363				0.1180	%
ACE Redpoint China Strategic I, L.P.		Series A Preferred Shares			21,429				0.0290	%
CMC Queen Holdings Limited		Series A1 Preferred Shares			1,373,626				1.8561	%

Schedule III Share Purchase Agreement

Shareholder		Class of Shares		Number of Shares			Percentage (on a fully diluted and as- converted basis)
Image Flag Investment (HK) Limited		Series B1 Preferred Shares			5,420,144				7.3239	%
Long Range L.P.		Series B2 Preferred Shares			1,371,974				1.8539	%
People Better Limited		Series B2 Preferred Shares			342,993				0.4635	%
Shunwei Growth III Limited		Series B2 Preferred Shares			342,993				0.4635	%
Shanghai ChuangVest Venture Investment Partnership(Limited Partnership)(上海创伴创业投资合伙企业(有限合伙))		Series B2 Preferred Shares			211,724				0.2861	%
Double Excel Investment Limited		Series B2 Preferred Shares			716,145				0.9677	%
Lighthouse Capital International Inc.		Series B2 Preferred Shares			127,035				0.1717	%
CMC Queen Holdings Limited		Series B2 Preferred Shares			423,449				0.5722	%
ACE Redpoint Ventures China I, L.P.		Series B2 Preferred Shares			335,693				0.4536	%
ACE Redpoint Associates China I, L.P.		Series B2 Preferred Shares			19,049				0.0257	%
ACE Redpoint China Strategic I, L.P.		Series B2 Preferred Shares			4,673				0.0063	%
Vision Global Capital Limited		Series B3 Preferred Shares			134,734				0.1821	%
Harvest Ceres Fund, LP		Series B3 Preferred Shares			654,421				0.8843	%
Hundreds ANTA Fund Limited Partnership		Series B3 Preferred Shares			962,384				1.3004	%
CG Partners Opportunity Fund SP, a segregated portfolio of CG Partners Fund SPC		Series C1 Preferred Shares			1,450,520				1.9600	%
Shimmering Horizon L.P.		Series C1 Preferred Shares			725,260				0.9800	%
Shanghai Pengpai Online Network Technology Co., Ltd. (上海澎湃在线网络科技有限公司)		Series C2 Preferred Shares			1,480,123				2.0000	%
Total					74,006,136				100	%

Schedule III Share Purchase Agreement

SCHEDULE IV

List of Key Employees

No.		Name		Position
1		Li Lei (李磊)		Chief Executive Officer
2		Dong Jianfei (董剑飞)		Co-President
3		Feng Guanqiang (冯观强)		Co-President
4		Xxxx Xxxxxx (王静波)		Chief Financial Officer
5		Xxxx Xxxxxxx (陈昱丞)		Chief Strategy Officer
6		Xxxx Xxxxx (陈思晖)		Chief Operating Officer
7		Xxxx Xxxxxxxx (王志良)		Chief Technology Officer
8		Zhu Bingjie (朱斌杰)		Chief Growth Officer

Schedule IV Share Purchase Agreement

SCHEDULE V

Address for Notices

If to the Group Companies:

Address:		00/X, Xxxxx 0, Xxxx Xxxxxx Technology Center, Shen Jiang Road
		5005, Pudong New Area, Shanghai, PRC
Tel:		[Redacted]
Fax:		N/A
Attention:		Tan Siliang (谭思亮)

If to the Principals and Principal Holding Companies:

Address:		00/X, Xxxxx 0, Xxxx Xxxxxx Technology Center, Shen Jiang Road
		5005, Pudong New Area, Shanghai, 200120, PRC
Tel:		[Redacted]
Fax:		N/A
Attention:		Tan Siliang (谭思亮)

If to Purchaser:

Address:		Room 1009, Yan an Xxxxxx Xxxx 000, Xxxxxx, Xxxxxxxx, XXX
Tel:		N/A
Fax:		N/A
Attention:		Xxx Xxxxxxxx (刘永钢)

Schedule V Share Purchase Agreement

EXHIBIT A

FORM OF FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ASSOCIATION

Exhibit A Share Purchase Agreement

EXHIBIT B

FORM OF FORTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Exhibit B Share Purchase Agreement

EXHIBIT C

DISCLOSURE SCHEDULE

Exhibit C Share Purchase Agreement

SERIES C2 PREFERRED SHARE PURCHASE AGREEMENT

Dated                     , 2018

Share Purchase Agreement

TABLE OF CONTENTS

1.		Definitions			3
		1.1		Defined Terms			3
		1.2		Other Defined Terms			13
2.		Purchase and Sale of Shares			13
		2.1		Sale and Issuance of the Shares			13
		2.2		Payment of Subscription Price			14
		2.3		Closing			14
		2.4		Deliverables by the Company at the Closing			14
		2.5		Use of Proceeds			15
3.		Representations and Warranties of the Warrantors			15
		3.1		Organization, Good Standing and Qualification			15
		3.2		Capitalization and Voting Rights			15
		3.3		Corporate Structure; Subsidiaries			17
		3.4		Authorization			18
		3.5		Valid Issuance of Shares			18
		3.6		Consents; No Conflicts			18
		3.7		Offering			18
		3.8		Compliance with Laws; Consents			18
		3.9		Tax Matters			19
		3.10		Charter Documents; Books and Records			20
		3.11		Financial Statements			21
		3.12		Changes			21
		3.13		Actions			23
		3.14		Liabilities			23
		3.15		Commitments			23
		3.16		Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions; Absence of Government Interests			24
		3.17		Title; Properties			25
		3.18		Related Party Transactions			26
		3.19		Intellectual Property Rights			26
		3.20		Labor and Employment Matters			28
		3.21		Customers and Suppliers			29
		3.22		Internal Controls			29
		3.23		Entire Business			30
		3.24		No Brokers			30
		3.25		Certain Transactions			30
		3.26		No General Solicitation			30
		3.27		Control Documents			30
		3.28		General Partner of Tianjin Xxxx Xxx LP			30
		3.29		Disclosure			30
		3.30		Survival Period of Representations and Warranties			31
4.		Representations and Warranties of the Purchaser			31
		4.1		Authorization			31
		4.2		Purchase for Own Account			31

Share Purchase Agreement

			4.3			Restricted Securities			31
			4.4			Legitimate Source of Investment Funds			31
5.			Conditions to the Closing			31
			5.1			Conditions of the Purchaser’s Obligations at the Closing			31
			5.2			Conditions of the Company’s Obligations at Closing			34
6.			Covenants			34
			6.1			[Reserved]			34
			6.2			Pre-Closing Covenants.			34
			6.3			Post-Closing Covenants			35
7.			Miscellaneous Provisions			37
			7.1			Successors and Assigns			37
			7.2			Governing Law			37
			7.3			Dispute Resolution			37
			7.4			Notices			38
			7.5			Survival of Representations, Warranties and Covenants			39
			7.6			Indemnity			39
			7.7			Rights Cumulative; Specific Performance			40
			7.8			Confidentiality			41
			7.9			Severability			41
			7.10			Amendments and Waivers			41
			7.11			No Waiver			41
			7.12			Delays or Omissions			41
			7.13			No Presumption			41
			7.14			Headings and Subtitles; Interpretation			42
			7.15			Counterparts			42
			7.16			Entire Agreement			42
			7.17			Use of English Language			42
			7.18			Termination			42

SCHEDULES

SCHEDULE I		LIST OF PRINCIPALS AND PRINCIPAL HOLDING COMPANIES
SCHEDULE II		SCHEDULE OF PURCHASER
SCHEDULE III		SCHEDULE OF CAPITALIZATION IMMEDIATELY BEFORE THE CLOSING / SCHEDULE OF CAPITALIZATION IMMEDIATELY AFTER THE CLOSING
SCHEDULE IV		LIST OF KEY EMPLOYEES
SCHEDULE V		ADDRESS FOR NOTICES

Share Purchase Agreement

EXHIBITS

EXHIBIT A		FORM OF FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
EXHIBIT B		FORM OF FORTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
EXHIBIT C		DISCLOSURE SCHEDULE

Share Purchase Agreement