Common use of Merger Consideration Clause in Contracts

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holder, automatically be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to At the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holderany Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub (but subject to the Sponsor Letter Agreement): (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Share and one (1) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.3. (b) Each SPAC Share (excluding, for the avoidance of doubt, any Excluded Shares) issued and outstanding (taking into consideration any SPAC Stockholder Redemption) immediately prior to the Effective Time shall be converted automatically into, and the holders of such SPAC Shares shall be entitled to receive from the Exchange Agent, for each SPAC Share, one (1) Company Ordinary Share after giving effect to the Capital Restructuring (the “Merger Consideration”), following which all SPAC Shares shall automatically be cancelled, shall no longer be issued or outstanding canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each SPAC Warrant that is issued and outstanding immediately prior to the register Effective Time shall automatically and irrevocably be converted into a corresponding Company Warrant exercisable for one-half (1⁄2) of members a Company Ordinary Share under the terms and conditions of DouYu will the Company Warrant Agreement. (d) Each SPAC Share held immediately prior to the Effective Time by SPAC as treasury stock, including shares redeemed by the SPAC in connection with a SPAC Stockholder Redemption (if any) (each an “Excluded Share”) shall be amended accordingly. automatically canceled and extinguished, and no consideration shall be paid with respect thereto. (e) Each DouYu Share issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company (the “Surviving Company Common Stock”), which shall constitute the only outstanding share of capital stock of the Surviving Company. (f) The Conversion Factor shall be adjusted to reflect appropriately the effect of any share split, split-up, reverse share split, share dividend or share distribution (including any dividend or distribution of securities convertible into Company Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (in each case, other than DouYu the Capital Restructuring) with respect to Company Ordinary Shares represented by DouYu ADSs, occurring on or after the Excluded Shares date hereof and any Purported Dissenters Shares) shall thereafter represent only prior to the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Closing.

Merger Consideration. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of United or Merger Subsidiary: (i) Other than as provided in Section 2.1(b)(ii), each ordinary shareEach share of common stock, par value US$0.0001 $.001 per share, of DouYu Merger Subsidiary that is issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, automatically converted without any further action into one fully paid, paid and non-assessable Class A ordinary sharesshare of common stock, no par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number the Surviving Corporation, and shall constitute the only issued and outstanding capital stock of shares, the “Per Share Merger Consideration”)Surviving Corporation following the Merger. (ii) Each American depositary share of DouYuthe common stock of United, each no par value ("UNITED COMMON STOCK"), and preferred stock of which represents one-tenth United, par value $.001 per share (1/10"UNITED PREFERRED STOCK") that is owned by United as treasury stock and any shares of a DouYu Share United Common Stock that are owned by Brands shall be canceled and shall cease to exist, and no stock of Brands or other consideration shall be delivered in exchange therefor. (iii) Subject to the “DouYu ADSs”provisions of this Section 3.1(a), the shares of United Common Stock and United Preferred Stock, other than the shares canceled pursuant to Section 3.1(a)(ii), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, Time shall, by virtue of the Merger and without any action on the part of its holderthe holders thereof, automatically be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only converted into the right to receive validly issued, fully paid and non-assessable shares of Common Stock of Brands, par value $.001 per share ("BRANDS COMMON STOCK"), at an exchange ratio (the Per Share Merger Consideration "EXCHANGE RATIO") of one share of Brands Common Stock for each share of United Common Stock or United Preferred Stock (the "MERGER CONSIDERATION"). (iv) In connection with the Merger, all options to purchase United Common Stock outstanding immediately prior to the Effective Time shall be automatically converted without any further action into an option to purchase one share of Brands Common Stock for each share of United Common Stock underlying the option. (b) Except as set forth on Schedule 3.1(b), if, at any time during the period between the date of this Agreement and the Effective Time, United changes the number of shares of United Common Stock or United Preferred Stock issued and outstanding or Brands changes the number of shares of Brands Common Stock issued and outstanding, in each DouYu Share represented by ten (10) DouYu ADSscase as a result of a stock split, together reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Considerationan effective date or record date, as applicable, prior to the case may beEffective Time, without interest, the Exchange Ratio and any Purported Dissenters Shares other items dependent thereon shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6be appropriately adjusted.

Merger Consideration. (ia) Other than as provided At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any holder of securities of the Company or Merger Sub, the Shares, in Section 2.1(b)(ii)each case, each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares)Time, shall be cancelled in exchange for converted into the right of the holder of the relevant DouYu Share to receive 7.30 the following consideration: (i) Each Ordinary Share shall be automatically converted into the “right to receive the Exchange Ratio”) Ratio of a validly issued, fully paid, paid and non-assessable share of Parent Preferred Stock. (ii) Each Class A ordinary sharesShare shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, par value US$0.0001 per sharefully paid and non-assessable share of Parent Preferred Stock. (iii) Each Class F Share shall be automatically converted into the right to receive the Class F Exchange Ratio of a validly issued, fully paid and non-assessable share of Huya Parent Preferred Stock. (“Huya iv) Each Yatra USA Class A Shares”F Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (v) Each Yatra India Share shall be automatically converted into the right to receive the fraction of a validly issued, fully paid and non-assessable share of Parent Preferred Stock as set forth next to each holder’s name on Section 2.2 of the Company Disclosure Letter (such number of shares(a)(i) through (a)(v) collectively, the “Per Share Merger Consideration”). (iivi) Each American depositary share of DouYuCompany Share held as treasury shares (each, each of which represents one-tenth (1/10) of a DouYu Share (“Treasury Share”, collectively the “DouYu ADSsTreasury Shares”), each Share owned by the Company or any direct or indirect Subsidiary of the Company (each, an “Owned Company Share”, collectively the “Owned Company Shares”) and each Ordinary Share owned by the Parent (each, an “Acquired Share”, collectively the “Acquired Shares”, and together with Treasury Shares, the “Excluded Shares”) immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist, with no consideration paid in exchange therefor. (vii) Each ordinary share, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, Time shall be cancelled in exchange for and converted into the right to receive one validly issued, fully paid and non-assessable ordinary share, par value $0.0001 per share, of the holder of the relevant DouYu ADSSurviving Company. (b) Collectively, at the direction of the DouYu Depositary, (a)(i) to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”vii) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, are known as the “Merger Consideration.”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holder, automatically be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right provisions of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADSthis Agreement, at the direction of the DouYu DepositaryEffective Date, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of CBB: (a) Each share of SSB Common Stock that is issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding following the Effective Date and shall be unchanged by the Merger. (b) Each share of CBB Common Stock owned directly by SSB, automatically CBB, or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts, and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Date shall be cancelledcancelled and retired at the Effective Date without any conversion thereof, and no payment shall be made with respect thereto (the “CBB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of CBB Common Stock that are issued and outstanding immediately prior to the Effective Date and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Title 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Date, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe GBCC and this Section 3.1(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn, revoked, waived or lost rights to demand or receive, the Excluded Shares fair value of such shares of CBB Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw, revoke, waive or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for the right to receive the Per Share Stock Consideration (as defined below), without any interest thereon, in accordance with the applicable provisions of this Agreement. CBB shall give SSB (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of CBB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by CBB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. CBB shall not, except with the prior written consent of SSB, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article 3 to pay for shares of CBB Common Stock for which dissenters’ rights have been perfected shall be returned to SSB upon demand. (d) Subject to Section 3.1(c), Section 3.3 regarding proration and Section 3.6 regarding fractional shares, each DouYu Share represented by ten share of CBB Common Stock (10excluding Dissenting Shares and CBB Cancelled Shares) DouYu ADSsissued and outstanding at the Effective Date shall cease to be outstanding and shall be converted, together in accordance with such DouYu ADSsthe terms of this Article 3, shall thereafter represent only into and exchanged for the right to receive either of the Per ADS following forms of consideration (the “Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only ”): (i) for each one (1) share of CBB Common Stock the right to receive from SSB 1.550 shares of SSB Common Stock (the applicable payments due “Exchange Ratio”), validly issued, fully paid and owing nonassessable (the “Stock Consideration”); or (ii) for each one (1) share of CBB Common Stock with respect to which a Cash Election (as referred defined herein) has been validly made and not revoked pursuant to Section 3.3 (the “Cash Election Shares”), the right to receive in cash from SSB an amount equal to $45.63 (the “Cash Consideration”); and (iii) unless a Cash Election for shares of CBB Common Stock has been validly made and not revoked, the shares of CBB Common Stock will receive the Stock Consideration. Subject to Sections 3.2 and 3.3 below, no more than ten percent (10%) of the shares of CBB Common Stock outstanding at the Effective Date shall receive the Cash Consideration (the “Maximum Cash Consideration”). (e) If, between the date hereof and the Effective Date, the outstanding shares of CBB Common Stock or SSB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Exchange Ratio and Cash Consideration. For purposes of clarity, the Exchange Ratio and Cash Consideration are based on the number of outstanding shares of CBB Common Stock set forth in Section 2.65.2 and any change to such number of outstanding shares will result in an appropriate adjustment to the Exchange Ratio and Cash Consideration.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of LBC: (a) Each share of CBAN Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of LBC Common Stock owned directly by CBAN, automatically LBC or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelledcancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “LBC Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of LBC Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe GBCC and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the Excluded Shares fair value of such shares of LBC Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for, the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. LBC shall give CBAN (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of LBC Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by LBC relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. LBC shall not, except with the prior written consent of CBAN, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of LBC Common Stock for which dissenters’ rights have been perfected shall be returned to CBAN upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of LBC Stock (excluding Dissenting Shares and each DouYu Share represented by ten (10LBC Cancelled Shares) DouYu ADSsissued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, together in accordance with such DouYu ADSsthe terms of this Article II, shall thereafter represent only into and exchanged for the right to receive the Per ADS Merger Consideration, as the case may befollowing: (i) a cash payment, without interest, and any Purported Dissenters Shares shall thereafter represent only in an amount equal to $23.50 (individually the right “Per Share Cash Consideration”); or (ii) 1.3239 (the “Exchange Ratio”) of a share of CBAN Common Stock, subject to receive the applicable payments due and owing adjustment as referred to provided in Section 2.62.01(e) (the “Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of LBC Common Stock or CBAN Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration. In all cases, at least 50% of the Merger Consideration shall be in the form of CBAN Common Stock.

Merger Consideration. Each issued and outstanding share of (i) Other than as provided in Section 2.1(b)(ii), each ordinary sharethe Class A common stock of the Company, par value US$$0.0001 per shareshare (the “Class A Common Stock”) and (ii) the Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) (with respect to both (i) and (ii) excluding any Shares granted in the form of DouYu issued restricted Shares, which shall be treated pursuant to Section 3.3(c)), (the Class A Common Stock and outstanding the Class B Common Stock each a “Share” and, collectively, the “Shares”) immediately prior to the Effective Time other than (individuallyA) Shares owned by Parent, a Merger Sub or any other Affiliate (as used in this Agreement, the term “DouYu Affiliate” shall have the meanings provided in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent, (B) Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company (each of such Shares described in clauses (i) and (ii), an “Excluded Share” and collectively, the “DouYu Excluded Shares”) and (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and C) any Purported Dissenters Dissenting Shares), shall be cancelled in exchange for converted into the right of the holder of the relevant DouYu Share to receive 7.30 an amount in cash equal to $315.00 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of At the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger Shares (other than the Excluded Shares and without any action on the part of its holderDissenting Shares) shall cease to be outstanding, shall automatically be cancelled, shall no longer be issued or outstanding cancelled and shall cease to exist exist, and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu thereafter any Shares represented by DouYu ADSsa certificate representing such Shares (a “Certificate”) or otherwise if the Company does not then have certificated Shares, the applicable number of uncertificated Shares represented by book-entry (the “Book-Entry Shares”) (in each case, other than the Excluded Shares and any Purported Dissenters the Dissenting Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented Consideration. For the purposes of this Agreement, the term “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by ten (10) DouYu ADSs, together with their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Person and/or by one or more of its Subsidiaries.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of SSNF: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of SSNF Common Stock owned directly by FBMS, automatically SSNF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelledcancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “SSNF Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SSNF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Title 3, Subtitle 2 of the MGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the MGCL (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe MGCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the Excluded Shares fair value of such shares of SSNF Common Stock under the applicable provisions of the MGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the MGCL, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for, the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the MGCL and received by SSNF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the MGCL. SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SSNF Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of SSNF Stock (excluding Dissenting Shares and each DouYu Share represented by ten (10SSNF Cancelled Shares) DouYu ADSsissued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, together in accordance with such DouYu ADSsthe terms of this Article II, shall thereafter represent only into and exchanged for the right to receive the Per ADS Merger Consideration, as the case may befollowing: (i) a cash payment, without interest, and any Purported Dissenters Shares shall thereafter represent only in an amount equal to $27.00 (individually the right “Per Share Cash Consideration”); or (ii) 0.93 (the “Exchange Ratio”) of a share of FBMS Common Stock, subject to receive the applicable payments due and owing adjustment as referred to provided in Section 2.62.01(e) (the “Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of SSNF Common Stock or FBMS Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of FPB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of FPB Common Stock owned directly by FBMS, automatically FPB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelledcancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “FPB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of FPB Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Title 12, Part 13 of the LBCA, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the LBCA (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe LBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the Excluded Shares fair value of such shares of FPB Common Stock under the applicable provisions of the LBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the LBCA, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. FPB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of FPB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the LBCA and received by FPB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the LBCA. FPB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of FPB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of FPB Stock (excluding Dissenting Shares and FPB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive 0.83 (the “Exchange Ratio”) of a share of FBMS Common Stock (the “Merger Consideration”). The Exchange Ratio is subject to adjustment as set forth below: (i) if the Measurement Price (as defined below) is greater than $43.39 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $36.01 by the Measurement Price; and (ii) if the Measurement Price is less than $34.61 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $28.73 by the Measurement Price, subject in each DouYu Share represented by case to the Parties’ respective rights to terminate the Agreement pursuant to Section 7.01(i). As used in this Agreement, the term “Measurement Price” means the average closing price of a share of FBMS Common Stock on the NASDAQ Global Select Market over the ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only trading days ending five (5) Business Days immediately prior to the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Closing Date.

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, The aggregate consideration to be paid by Parent for all of DouYu issued the Company Shares and Company Warrants outstanding immediately prior to the First Effective Time shall be: (individually, a “DouYu Share” and collectively, the “DouYu Shares”i) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right A) 128,711,400 shares of the holder of the relevant DouYu Share to receive 7.30 Parent Capital Stock (the “Exchange RatioTotal Stock Consideration”), minus (B) validly issuedthe Total Award Stock Consideration (the “Stock Consideration”), fully paid, non-assessable and (ii) 2,893,731 Parent Consideration Warrants collectively exercisable for 2,893,731 shares of Parent Class A ordinary shares, par value US$0.0001 per share, of Huya Common Stock (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Warrant Consideration”). (iib) Each American depositary share The Stock Consideration shall be comprised entirely of DouYu, each shares of which represents one-tenth (1/10) of a DouYu Share Parent Class A Common Stock (the “DouYu ADSsClass A Common Payment Shares”); provided, however, that in the event that the Class A Common Payment Shares, when taken together with the number of shares of Parent Class A Common Stock issuable upon the exercise of Assumed Options and the number of shares of Parent Class A Common Stock issuable upon the settlement of Assumed RSUs (the “Total Award Stock Consideration”), issued and represent a number of shares equal to more than 19.9% of the outstanding shares of Parent Common Stock or more than 19.9% of the voting power of Parent, in each case, as of immediately prior to the First Effective TimeTime (such maximum number of whole shares, together with the DouYu Shares represented by such DouYu ADSs“Parent Common Stock Consideration Cap”), then the Stock Consideration shall be cancelled in exchange for comprised of (i) a number of Class A Common Payment Shares equal to the right Parent Common Stock Consideration Cap and (ii) a number of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share Parent Convertible Preferred Stock (the “Huya ADSsConvertible Preferred Payment Shares”) equal to (such number of Huya ADSsA) (x) the Total Stock Consideration, minus (y) the Parent Common Stock Consideration Cap, divided by (B) 100. (c) The Class A Common Payment Shares, the “Per ADS Merger Consideration” Convertible Preferred Payment Shares and together the Parent Consideration Warrants shall be allocated among the Company Shareholders and the Company Warrantholder in accordance with the Per Share Merger ConsiderationFinal Consideration Spreadsheet. (d) Each share of Parent Convertible Preferred Stock shall be convertible into 100 shares of Parent Class A Common Stock, in each case, subject to adjustment pursuant to the “Merger Consideration”). As terms of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue Certificate of Designation and subject to and contingent upon the affirmative vote of the Merger holders of a majority of the voting power of the shares of Parent Class A Common Stock and without Parent Class B Common Stock, voting together as a single class, present or duly represented at the Parent Stockholders Meeting (or any action on other meeting of the part stockholders of its holder, automatically be cancelled, shall no longer be issued or outstanding and shall cease Parent) to exist and approve the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Parent Stockholder Proposals.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of PNR, PNR USA, MergerCo, MLP, MLP GP or any holder of MLP Common Units: (a) The general partner interest in MLP issued and outstanding immediately prior to the Effective Time shall remain unchanged and issued and outstanding in the Surviving Entity, and MLP GP, as the holder of such general partner interest, shall continue as the sole general partner of the Surviving Entity as set forth in the MLP Partnership Agreement. (b) All of the limited liability company interests in MergerCo outstanding immediately prior to the Effective Time shall be cancelled and no consideration received therefor. (c) Except as described in clause (d) or (e) below, each MLP Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.2325 of a share of PNR Common Stock (such ratio, the “Exchange Ratio,” and such amount of a share of PNR Common Stock, including any additional shares of PNR Common Stock received pursuant to Section 3.3(e), the “Merger Consideration”), which shares of PNR Common Stock shall be duly authorized and validly issued in accordance with applicable Laws and the PNR Certificate of Incorporation, as applicable (such shares of PNR Common Stock described in this clause (c) shall be referred to herein as the “New Common Stock”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all MLP Common Units owned by MLP or its holder, Subsidiaries or by PNR or its Subsidiaries other than PNR USA shall automatically be cancelledcancelled and no consideration received therefor. Notwithstanding anything to the contrary in this Agreement, all MLP Common Units owned by PNR USA immediately prior to the Effective Time shall be unchanged and remain issued and outstanding as MLP Common Units of the Surviving Entity at the Effective Time; such MLP Common Units will, immediately after the Effective Time, constitute all of the issued and outstanding MLP Common Units of, and limited partner interests in, the Surviving Entity, and, thereby, PNR USA shall continue as a limited partner in the Surviving Entity and become the sole limited partner of the Surviving Entity. At the Effective Time, the books and records of MLP shall be revised to reflect that all other limited partners of MLP cease to be limited partners of MLP pursuant to the terms of this Agreement, and MLP shall continue without dissolution. (e) Notwithstanding anything to the contrary in this Agreement: (i) At the Effective Time, any phantom unit representing the right to receive an MLP Common Unit (collectively, the “MLP Phantom Units”) issued under the MLP LTIP and outstanding immediately prior to the Effective Time shall be converted into awards of restricted stock units of PNR Common Stock (“PNR Restricted Stock Units”), with the number of PNR Restricted Stock Units subject to each such converted award of MLP Phantom Units to be determined based on the Exchange Ratio, rounded down to the nearest whole PNR Restricted Stock Unit. The agreements between MLP GP and each such award holder regarding such MLP Phantom Units shall be assumed by PNR, and such awards, as converted pursuant to this Section 3.1(e)(i), shall no longer continue to be issued governed, on and after the Effective Time, by the terms and conditions of such agreements (subject to the adjustments required by this Section 3.1(e)(i) after giving effect to the Merger) and either by the MLP LTIP as adopted by PNR pursuant to Section 6.15(a) or outstanding and by the PNR LTIP pursuant to Section 6.15(c). Except to the extent provided in Section 3.1(e)(ii) below, as of the Effective Time, such MLP Phantom Units shall cease to exist represent the right to receive MLP Common Units. (ii) In addition, to the extent applicable, holders of MLP Phantom Units immediately prior to the Effective Time shall have continued rights to any distribution, without interest, in accordance with the terms and conditions of the register applicable award agreements between MLP GP and each such holder (including pursuant to any distribution equivalent rights) with respect to such MLP Phantom Units with a record date occurring prior to the Effective Time that may have been declared or made by the MLP with respect to MLP Common Units in accordance with the terms of members this Agreement and which remains unpaid as of DouYu the Effective Time. Such distributions shall be paid on the payment date set therefor to such holders of MLP Phantom Units. (iii) Any cash amounts due pursuant to this Section 3.1(e) shall be paid or delivered less all applicable deductions and withholdings required by applicable law to be withheld in respect of such amounts. (f) From and after the Effective Time, no holder of MLP Common Units will be amended accordingly. Each DouYu Share be, or will have any rights as, a holder of New Common Stock (including any rights to vote, or any rights to receive dividends on, any shares of New Common Stock), other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented any cash payable pursuant to Section 3.3(c) upon compliance with Section 3.3(b) or Section 3.3(h), until such time that such holder has delivered the required documentation and surrendered any Certificates or Book-Entry Units as contemplated by ten (10Section 3.3(b) DouYu ADSs, together or has otherwise complied with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.63.3(h).

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderBuyer, automatically be cancelledBuyer Bank, Company Bank, Company or any shareholder of Company: (a) Each share of Buyer Common Stock that is issued and outstanding immediately prior to the Effective Time shall no longer be issued or remain outstanding following the Effective Time and shall cease to exist and be unchanged by the register Merger. (b) Each share of members of DouYu will be amended accordingly. Each DouYu Share Company Common Stock owned directly by Buyer (other than DouYu Shares represented by DouYu ADSsshares in trust accounts, managed accounts and the Excluded like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and any Purported Dissenters Sharesshares described in Section 2.01(b) shall thereafter represent only above) shall, subject in all cases to Section 2.02, become and be converted at the election of the holder thereof, in accordance with the procedures set forth in Section 2.06, into the right to receive the Per Share Merger Consideration following consideration, without interest: (i) For each whole share of Company Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each DouYu Share represented by ten (10) DouYu ADSsa “Stock Election,” and the number of whole shares of Company Common Stock with respect to which such election has been made, together “Stock Election Shares”), or with such DouYu ADSs, shall thereafter represent only respect to which the Exchange Agent has made an allocation of the right to receive Buyer Common Stock under Section 2.02, the Per ADS Merger Stock Consideration. (ii) For each whole share of Company Common Stock with respect to which an election to receive cash has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each a “Cash Election,” and the number of whole shares of Company Common Stock with respect to which such election has been made, as the case may be“Cash Election Shares”), without interest, and any Purported Dissenters Shares shall thereafter represent only or with respect to which the Exchange Agent has made an allocation of the right to receive cash under Section 2.02, the applicable payments due Cash Consideration. For purposes of clarification, any holder of Dissenting Shares shall not be deemed to have made a Cash Election or a Stock Election with respect to such Dissenting Shares and owing such Dissenting Shares shall not be deemed Cash Election Shares, Stock Election Shares or Non-Election Shares. (iii) For each whole share of Company Common Stock other than (A) Dissenting Shares and (B) shares as referred to which a Stock Election and/or a Cash Election has been effectively made and not revoked or deemed revoked pursuant to Section 2.06 (collectively, the “Non-Election Shares”), the Stock Consideration, as determined in accordance with Section 2.02. (d) At least 80% of the aggregate Merger Consideration to be paid to holders of Company Common Stock will be paid with Buyer Common Stock. Holders of record of shares of Company Common Stock shall have the right to submit an election to receive Buyer Common Stock or cash for each of their Company shares in accordance with Section 2.06. However, to the extent that the aggregate of those elections would result in less than 80% of the aggregate Merger Consideration being paid with Buyer Common Stock, pro-rata adjustments will be made by the Exchange Agent as provided in Section 2.62.02 to result in a payment of at least 80% of the aggregate Merger Consideration in Buyer Common Stock and the balance of the aggregate Merger Consideration in cash. (e) Within one (1) Business Day after the Determination Date, the Company shall terminate and cancel each issued and outstanding Company Stock Option and SAR and the Company shall pay, no later than five (5) Business Days prior to the Effective Time, each holder thereof a cash payment equal to the difference between the per share exercise price, as set forth in such holder’s award agreement with respect to such Company Stock Option or SAR, and the Company Stock Price. (f) Company shall take all requisite action so that, prior to the Effective Time, each Company Stock Option, SAR or other Right, contingent or accrued, to acquire or receive Company Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Company Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plan, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any further action, terminated and cancelled. Prior to the Effective Time, the Board of Directors of the Company shall adopt any resolutions and take any actions (including obtaining any consents) that may be necessary to effectuate the provisions of paragraphs (e) and (f) of this Section 2.01.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to At the Effective Time (individually, a “DouYu Share” as defined in Section 1.09) by virtue of this Agreement and collectively, without any further action on the “DouYu Shares”) part of any holder: A. Any shares of I BHC Stock that are owned by I BHC (other than DouYu Shares represented by DouYu ADSsas a fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, the Excluded Shares and any Purported Dissenters Shares), no consideration shall be cancelled delivered in exchange for therefor. B. All shares of I BHC Stock and all I BHC Options shall be converted into the right of the holder of the relevant DouYu Share to receive 7.30 from IBG total aggregate consideration of $36,700,000 (the “Exchange RatioAggregate Consideration”). The Aggregate Consideration shall be allocated as follows: (1) validly issuedA total of $2,336,189 of the Aggregate Consideration shall be allocated to the holders of the I BHC Options (the “Aggregate Option Consideration”). At the Effective Time, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”the I BHC Options shall be converted into the right to receive cash from IBG as set forth in Schedule 1.05(B)(1) (such number of shares, the “Per Share Merger Option Holder Consideration”). (ii2) Each American depositary share A total of DouYu, each $34,363,811 of which represents one-tenth (1/10) the Aggregate Consideration shall be allocated to the holders of a DouYu Share I BHC Stock (the “DouYu ADSsAggregate Shareholder Consideration”). At the Effective Time, issued each share of I BHC Stock shall be converted into the right to receive from IBG $33.2018 in cash (the “Per Share Shareholder Consideration”). (3) Subject only to dissenter’s rights under Subchapter H of Chapter 10 of the TBOC, all shares of I BHC Stock and all of the I BHC Options shall no longer be outstanding immediately and shall be cancelled and retired and all rights with respect thereto shall cease to exist, and each holder of I BHC Stock or I BHC Options shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 1.05. C. If the Effective Time occurs after April 30, 2012 (other than as a result of (i) failure to obtain regulatory approval on a timely basis due to issues related to a negative condition or negative operations of I BHC or I Bank, or (ii) the failure of I BHC or I Bank to provide on a timely basis to IBG the information needed to prepare and process its regulatory applications), then the Aggregate Consideration shall be increased by an amount equal to the product of (i) the amount of net income per day of I Bank (calculated in accordance with Call Report Instructions) during the month of April 2012, multiplied by (ii) the number of days between May 1, 2012 and the date on which the Effective Time occurs (the “Additional Aggregate Consideration”). 6.39 percent of the Additional Aggregate Consideration shall be allocated to the holders of the I BHC Options, to be further allocated among the holders of I BHC Options pro rata based upon the number of I BHC Options owned as set forth in Schedule 1.05(B)(I). 93.61 percent of the Additional Aggregate Consideration shall be allocated to the holders of I BHC Stock to be further allocated among the holders of I BHC Stock pro rata based upon the number of shares of I BHC Stock owned on the Closing Date. The Additional Aggregate Consideration, if any, as allocated among the holders of the I BHC Options and shares of I BHC Stock, shall be added to, and delivered as part of, the Option Holder Consideration and the Per Share Shareholder Consideration. D. As of the date of this Agreement, I BHC has cash on hand in the amount of $284,831.61 (the “Cash Amount”). Between the date of this Agreement and the Closing Date, I BHC shall disburse the Cash Amount to pay for the following expenses related to the Merger: (1) any and all completion bonuses, severance payments, and other payments to employees of I Bank, including without limitation a $37,500 payment to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (provided that IBG shall be responsible for any retention bonus or payment to any employees after Closing); (2) legal fees and expenses incurred by I BHC and/or I Bank in connection with the transactions contemplated by this Agreement; and (3) accounting fees and expenses incurred by I BHC and/or I Bank in connection with the transactions contemplated by this Agreement. All such, fees and expenses (the “Transaction Costs”) shall be paid by I BHC in full on the day before the Closing Date. On the Closing Date prior to the Effective Time, together with I BHC shall pay a dividend to its shareholders in an aggregate amount equal to the DouYu Shares represented by such DouYu ADSsdifference between (i) the Cash Amount, less (ii) the aggregate amount of the Transaction Costs. E. In addition to the Aggregate Consideration, at Closing IBG shall pay to I BHC the sum of $300,000.00 which shall be cancelled used at Closing by I BHC to discharge its obligations to Sheshunoff & Co. Investment Banking, L.P. (“Sheshunoff”) as described in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share Section 11.03 (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger ConsiderationSheshunoff Obligation”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holder, automatically be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderBuyer, automatically be cancelledSeller or the shareholders of either of the foregoing: (a) Each share of Buyer’s common stock, $1.00 par value per share (“Buyer Stock”) that is issued and outstanding immediately prior to the Effective Time shall no longer be issued or remain outstanding following the Effective Time and shall cease to exist and be unchanged by the register Merger; (b) Each share of members Seller voting common stock, $0.01 par value per share (including shares of DouYu will be amended accordingly. Each DouYu Share Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock”) owned directly by Buyer (other than DouYu Shares represented by DouYu ADSsshares in trust accounts, managed accounts or other similar accounts for the Excluded benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Subject to Section 1.2(e), each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and any Purported Dissenters Cancelled Shares) shall become and be converted into the right to receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in lieu of any fractional shares in accordance with the provisions of Section 1.2(e) (individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent represent, subject to Section 1.3(d), only the right to receive the Per Merger Consideration. Any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request). (d) At the Effective Time, each award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Merger Consideration and each DouYu Share represented by ten Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the Disclosure Memorandum (10) DouYu ADSsthe “Seller Stock Plans”), together with such DouYu ADSswhether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall thereafter represent only become fully vested and shall be cancelled and converted automatically into the right to receive the Per ADS Merger ConsiderationConsideration in respect of each share of Seller Common Stock underlying such Seller Restricted Share Award. Prior to the Effective Time, Seller shall (i) obtain any necessary consents or make any necessary amendments to the terms of any outstanding Seller Restricted Share Awards and/or Seller Stock Plans to give effect to the transactions contemplated by this Section 1.2(d), (ii) take all actions as may be necessary to terminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the case Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the Seller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if any, will be amended to eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may bebe in connection with the payment of the first regular base salary payment due to such holder following the Closing, but in any event shall occur within thirty (30) days after the Effective Time), Buyer or Buyer Bank shall deliver the Merger Consideration to the holders of Seller Restricted Share Awards, without interest, and . Such payments may be reduced by any Purported Dissenters Shares shall thereafter represent only the right Taxes withheld pursuant to receive the applicable payments due and owing as referred to in Section 2.61.3(g).

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company: (ia) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, share of DouYu Company Stock issued and outstanding immediately prior to as of the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented (i) shares of Company Stock owned by DouYu ADSs, Parent or the Excluded Shares Company or any direct or indirect subsidiary of Parent or the Company; and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth Dissenting Shares (1/10as defined in Section 2.08)) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holderthe Company Stockholders, automatically be cancelled, cancelled and terminated as set forth below and converted into the right to receive a cash payment as specified in this Section 2.01. Shares of Company Preferred Stock as to which the Put Right has been exercised shall no longer be issued or outstanding cancelled and shall cease to exist terminated as set forth below and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only converted into the right to receive the Per Share Merger Consideration Redemption Price (without interest) in respect thereof and each DouYu Share represented by ten the holders of such shares shall not, in any manner, be entitled to receive any Milestone Payments (10as hereinafter defined) DouYu ADSsand Earn Out Payments (as hereinafter defined). All other shares of Company Stock shall be cancelled and terminated as set forth below and, together with such DouYu ADSssubject to the terms and conditions set forth herein, shall thereafter represent only be converted into the right to receive a cash payment equal to the Per ADS Share Amount (without interest) (as hereinafter defined), the Milestone Payments and the Earn Out Payments (such amounts payable in the manner and at such times as expressly set forth herein, it being understood that each holder of Company Preferred Stock with respect to which the Put Right has not been exercised, shall be entitled to receive, in exchange for such holder’s shares of Company Preferred Stock, the amount such holder would have received had such holder converted the Company Preferred Stock held by such holder into Company Common Stock immediately prior to the Effective Time) (the Per Share Amount, the Milestone Payments and the Earn Out Payments, together with the Preferred Stock Put Amount (as hereinafter defined), are referred to herein collectively as the “Merger Consideration”). Notwithstanding anything contained in Section 2.01(a) to the contrary and for the avoidance of doubt, as (i) holders of shares of Company Preferred Stock, with respect to which the case may bePut Right has not been exercised, without interest, and any Purported Dissenters Shares shall thereafter represent only have the right to receive (in lieu of the applicable payments due shares of Company Common Stock immediately theretofore receivable upon the conversion of such shares of Company Preferred Stock) such portion of the Merger Consideration (other than the Preferred Stock Put Amount) as may be issued or payable with respect to the number of outstanding shares of Company Common Stock equal to the number of shares of Company Common Stock into which the Company Preferred Stock may have been converted had the Merger not taken place, and owing (ii) no Merger Consideration shall be paid in respect of any shares of Company Preferred Stock (other than shares of Company Preferred Stock with respect to which the Put Right has been exercised) until the Preferred Stock Put Amount has been paid in full; (b) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of all of the outstanding shares of common stock of the Surviving Corporation; and (d) attached hereto as referred Schedule 2.01(d) is a schedule reflecting the amount of Merger Consideration allocated to each holder of Company Stock, Outstanding Company Options and Outstanding Company Warrants (as of the date hereof in the Company’s transfer books) determined in accordance with the terms hereof as if the Effective Time were the date hereof. The Company shall deliver to Parent at Closing a revised Schedule 2.01(d), which, among other things, shall be adjusted to reflect the exercise of the Put Right by some or all of the holders of Company Preferred Stock. At the Closing, Parent shall deliver (x) to the Equityholders’ Representative an amount equal to the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (as hereinafter defined) pursuant to wire instructions of the Equityholders’ Representative, (y) to the Escrow Agent the Escrow Fund (excluding the Additional Escrow Amount) pursuant to wire instructions of the Escrow Agent and (z) to the Equityholders’ Representative an amount equal to the Reserve Account (as defined in Section 2.6.11.01(c) below). The payment of the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (if any) by the Equityholders’ Representative to the Company Stockholders and the holders of Outstanding Company Options and Outstanding Company Warrants (collectively, the “Equityholders”) shall be made to the Equityholders in accordance with Schedule 2.01(d), as revised. The payment of the Escrow Fund by the Escrow Agent to the Equityholders’ Representative for subsequent distribution to the Equityholders shall be made pursuant and subject to the terms and conditions of the Escrow Agreement and to the Equityholders in accordance with Schedule 2.01(d), as revised. The following terms shall have the meanings set forth below:

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to At the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holderMerger Sub, automatically be cancelledthe Company or the holders of any of the following securities, shall no longer be subject to the other provisions of this Article II: (a) each share of common stock, without par value, of the Company (“Company Common Stock” and all issued or and outstanding shares of Company Common Stock being hereinafter collectively referred to as the “Common Shares”) issued and shall cease outstanding immediately prior to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share Effective Time (other than DouYu any Common Shares represented by DouYu ADSs, the Excluded Shares to be canceled pursuant to Section 2.01(c) and any Purported Dissenters SharesDissenting Shares (as hereinafter defined)) shall thereafter represent only be canceled and shall be converted automatically into the right to receive: (i) for each such share of Company Common Stock with respect to which an election to receive shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) has been effectively made, and not revoked or lost, pursuant to Section 2.05 (a “Share Election”), and for each such share of Company Common Stock with respect to which a Share Election is deemed to have been made pursuant to Section 2.05(d), the right to receive 12.407 fully paid and nonassessable shares of Parent Common Stock (the Per Share Merger Consideration “Stock Consideration”); and (ii) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made, and each DouYu Share represented by ten not revoked or lost, pursuant to Section 2.05 (10) DouYu ADSsa “Cash Election”), together with such DouYu ADSs, shall thereafter represent only the right to receive $100 in cash, without interest (the Per ADS Merger “Common Cash Consideration”); (b) each share of Series A Preferred Stock, par value $100 per share (“Company Preferred Stock”, all issued and outstanding shares of Company Preferred Stock being hereinafter collectively referred to as the case may be, without interest, “Preferred Shares” and together with the Common Shares the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Preferred Shares to be canceled pursuant to Section 2.01(c) and any Purported Dissenters Shares Dissenting Shares) shall thereafter represent only be canceled and shall be converted automatically, subject to Section 2.02, into the right to receive $105 in cash, without interest (together with amounts payable pursuant to Section 2.01(a)(ii) the applicable payments due “Cash Consideration” and owing as referred all of the amounts payable and shares issuable pursuant to Section 2.01(a) being the “Merger Consideration”); (c) each Share held in Section 2.6the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (d) each share of common stock, without par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, without par value, of the Surviving Corporation.

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to At the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any further action on the part of any party hereto or any holder of capital stock of the Company: (i) each Company Common Share issued and outstanding immediately prior to the Merger Effective Time that is owned by the Company as treasury stock or by Parent or any of its holderwholly owned Subsidiaries (other than, in each case, shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto; and (ii) each Company Common Share issued and outstanding immediately prior to the Merger Effective Time, other than (A) Company Common Shares cancelled pursuant to Section 2.1(a)(i) and (B) shares that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Shares”), shall automatically be converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). At any time prior to the date of the Company Stockholder Meeting, Parent may, in its sole and absolute discretion, increase the Merger Consideration without the consent of the Company. (b) The shares of common stock of Purchaser Sub outstanding immediately prior to the Merger Effective Time will each, at the Merger Effective Time, automatically be cancelledconverted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company and will constitute all of the issued and outstanding shares of common stock of the Surviving Company immediately after the Merger Effective Time. (c) At the Merger Effective Time, all Company Common Shares (other than Dissenting Shares) shall no longer be issued or outstanding and shall automatically be canceled and retired and shall cease to exist exist, and the register each holder of members of DouYu will be amended accordingly. Each DouYu a Common Share (other than DouYu Shares represented by DouYu ADSsCertificate shall cease to have any rights with respect thereto, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only except the right to receive the Per Share Merger Consideration and each DouYu to be paid in consideration therefor upon the surrender of such Common Share represented by ten (10) DouYu ADSs, together Certificates in accordance with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.62.9.

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii)Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each ordinary sharethe ten (10) issued and outstanding voting shares (the “Company Shares”) of common stock, par value US$0.0001 $.001 per share, of DouYu issued and outstanding immediately prior to the Company (the “Company Stock”), as of the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the right all of the holder Company Shares, common stock of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issuedPurchaser with an aggregate value of $33,000,000, par value $0.10 per share, fully paid, non-assessable Class A ordinary sharesand freely transferable, par value US$0.0001 subject to applicable securities laws (the “Purchaser Stock”), valued at $35.35 per share, payable to Seller, subject to payment of Huya cash in lieu of any fractional share as hereinafter provided (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (iib) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a stockholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.7(b) hereof. (c) Each American depositary share of DouYuCompany Stock held in the treasury of the Company or by a wholly owned Subsidiary of the Company shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereof. (d) Subject to the provisions of this Agreement, each at the Effective Time, the 1,000 shares of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued Merger Sub common stock outstanding and outstanding entitled to vote immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, Merger shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shallconverted, by virtue of the Merger and without any action on the part of its holderthe holder thereof, automatically be cancelledinto one share of the common stock of the Surviving Corporation (the “Surviving Corporation Common Stock”), which one share of the Surviving Corporation Common Stock shall no longer be constitute all of the issued or and outstanding capital stock of the Surviving Corporation and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented owned by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Purchaser.

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii)Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each ordinary shareof the issued and outstanding shares (the "EDI SHARES") of common stock, par value US$0.0001 $.01 per share, of DouYu EDI (the "EDI COMMON STOCK"), as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for each of the EDI Shares, 1.375 shares (the "EXCHANGE RATIO") of the common stock of Bowm▇▇, ▇▇ated value $0.10 per share (the "BOWM▇▇ ▇▇▇CK"), together with the associated common stock purchase rights issued under the Bowm▇▇ ▇▇▇hts Agreement (as hereinafter defined), subject to payment of cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio shall be subject to appropriate adjustment in the event of a stock split, stock dividend or recapitalization after the date of this Agreement and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right applicable to shares of the holder Bowm▇▇ ▇▇▇ck or the EDI Common Stock, or in the event of any issuance of Bowm▇▇ ▇▇▇ck or other securities of Bowm▇▇ ▇▇▇er the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, date of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued this Agreement and outstanding immediately prior to the Effective Time, together with Time resulting from the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right operation of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share Bowm▇▇ ▇▇▇hts Agreement. (the “Huya ADSs”b) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger, each issued and outstanding share of the capital stock of Acquisition Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. (c) No fractional shares of Bowm▇▇ ▇▇▇ck shall be issued pursuant to the Merger and without nor will any action fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Bowm▇▇. ▇▇ lieu thereof, any person who would otherwise be entitled to a fractional share of Bowm▇▇ ▇▇▇ck pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share (rounded to the nearest cent). The value of such fractional share shall be the product of such fraction multiplied by an amount equal to the average closing price of Bowm▇▇ ▇▇▇ck on the part American Stock Exchange for the ten trading days immediately prior to the third trading day preceding the Closing Date. (d) Each share of its holder, automatically EDI Common Stock held in the treasury of EDI or by a wholly owned subsidiary of EDI shall be cancelled, shall canceled as of the Effective Time and no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together shall be payable with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6respect thereto.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of FFB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of FFB Common Stock owned directly by FBMS, automatically FFB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelledcancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “FFB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of FFB Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote to approve the Merger Agreement (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Section 607.1301 et seq. of the FBCA (such shares, “Dissenting Shares” and such shareholders “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the Dissenting Shareholder shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such Dissenting Shareholder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe FBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such Holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the Excluded Shares fair value of such shares of FFB Common Stock under the applicable provisions of the FBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. FFB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of FFB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by FFB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. FFB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of FFB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of FFB Common Stock (excluding Dissenting Shares and each DouYu Share represented by ten (10FFB Cancelled Shares) DouYu ADSsissued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, together in accordance with such DouYu ADSsthe terms of this Article II, shall thereafter represent only into and exchanged for the right to receive (i) $5.20 in cash, (the “Per ADS Merger Share Cash Consideration, as ”) and (ii) 0.2570 of a share of FBMS Common Stock (the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6“Per Share Stock Consideration”).

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” including Sections 3.4 and collectively3.5, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holderParent, Merger Sub, the Company or any holder of Parent Common Shares or Company Common Shares: (a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be cancelledconverted into and become one fully paid and nonassessable share of Common Stock, shall no longer be issued or outstanding par value $0.01 per share, of the Surviving Corporation and shall cease constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to exist represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) Each Company Common Share issued and outstanding immediately prior to the register Effective Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of members of DouYu the Effective Time, will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares cancelled and any Purported Dissenters Shares) shall thereafter represent only extinguished and automatically converted into the right to receive one of the Per following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, the “Merger Consideration”): (i) for each Company Common Share with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “Share Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration and each DouYu Share in respect of the number of Warrant Notional Common Shares represented by ten such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (10ii) DouYu ADSs, together for each Company Common Share with such DouYu ADSs, shall thereafter represent only the right respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the Per ADS Merger “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Each Parent Common Share issued and outstanding immediately prior to the case may beEffective Time will remain issued and outstanding and will not be affected by the Merger. (d) Notwithstanding anything to the contrary in this Agreement, without interestall Company Common Shares (if any) owned by the Company or its wholly-owned Subsidiaries or by Parent or its wholly-owned Subsidiaries as of immediately prior to the Effective Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be cancelled and any Purported Dissenters no consideration will be received therefor. (e) Company Preferred Shares shall thereafter represent only the right to receive the applicable payments due will be treated in accordance with Section 3.7. Company Options and owing as referred to Company Restricted Shares will be treated in accordance with Section 2.63.8.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, Each share of DouYu Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (individuallyincluding, a for the avoidance of doubt, each share of Class A Common Stock resulting from (i) the redemption of Common Units for shares of Class A Common Stock in accordance with the Company LLC Agreement and pursuant to Section 1.1 and (ii) the conversion of Class G Common Stock to Class A Common Stock in accordance with the Company Certificate of Incorporation and pursuant to Section 1.1), other than (A) shares of Class A Common Stock that are to be canceled in accordance with Section 4.2(b), (B) the Class A Rollover Shares, and (C) shares of Class A Common Stock that are issued and outstanding as of immediately prior to the Company Merger Effective Time and held by stockholders of the Company who have not voted in favor of the adoption of this Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL (the shares of Company Stock referred to in clause (C), “DouYu ShareDissenting Shares,” and the shares of Company Stock referred to in clause (A), clause (B) and clause (C), collectively, the “DouYu Excluded Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for automatically converted into the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable $5.30 per share of Class A ordinary sharesCommon Stock in cash, par value US$0.0001 per share, of Huya without interest (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of At the Company Merger Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the shares of Class A Common Stock converted into the right to receive the Merger and without any action on the part of its holder, automatically Consideration pursuant to this Section 4.2(a) shall cease to be cancelledoutstanding, shall no longer be issued or outstanding canceled and shall cease to exist exist, and the register each share of members of DouYu will be amended accordingly. Each DouYu Share Class A Common Stock (in each case, other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration. At the Company Merger Effective Time, as each share of Class B Common Stock issued and outstanding immediately prior to the case may be, without interestCompany Merger Effective Time shall be automatically canceled and shall cease to exist and no payment shall be made with respect thereto, and the holders thereof shall cease to have any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6rights with respect thereto.”

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” including Sections 3.4 and collectively3.5, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holderParent, Merger Sub, the Company or any holder of Parent Common Shares or Company Common Shares: (a) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be cancelledconverted into and become one fully paid and nonassessable share of Common Stock, shall no longer be issued or outstanding par value $0.01 per share, of the Surviving Corporation and shall cease constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to exist represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) Each Company Common Share issued and outstanding immediately prior to the register Effective Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of members of DouYu the Effective Time, will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares cancelled and any Purported Dissenters Shares) shall thereafter represent only extinguished and automatically converted into the right to receive one of the Per following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, the “Merger Consideration”): (i) for each Company Common Share with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “Share Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration and each DouYu Share in respect of the number of Warrant Notional Common Shares represented by ten such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (10ii) DouYu ADSs, together for each Company Common Share with such DouYu ADSs, shall thereafter represent only the right respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the Per ADS Merger “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Each Parent Common Share issued and outstanding immediately prior to the case may beEffective Time will remain issued and outstanding and will not be affected by the Merger. (d) Notwithstanding anything to the contrary in this Agreement, without interestall Company Common Shares (if any) owned by the Company or its wholly-owned Subsidiaries or by Parent or its wholly-owned Subsidiaries as of immediately prior to the Effective Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be cancelled and any Purported Dissenters no consideration will be received therefor. (e) Company Preferred Shares shall thereafter represent only the right to receive the applicable payments due will be treated in accordance with Section 3.7. Company Options and owing as referred to Company Restricted Shares will be treated in accordance with Section 2.63.8.

Merger Consideration. Each Ordinary Share (ias defined below) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectivelyother than the Excluded Shares, the “DouYu Dissenting Shares”) (other than DouYu , the Ordinary Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), Company Restricted Share Unit Award) shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 US$0.20 per Ordinary Share in cash without interest (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) . Each American depositary share of DouYuDepositary Share, each of which represents one-tenth representing ten (1/1010) of a DouYu Share Ordinary Shares (each, an “ADS” or collectively, the “DouYu ADSs”), issued and outstanding immediately prior to the Effective TimeTime (other than the ADSs representing the Excluded Shares), together with the DouYu Shares each Ordinary Share represented by such DouYu ADSs, shall be cancelled and cease to exist in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share US$2.00 per ADS without interest (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail. As of At the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Ordinary Shares that have been cancelled in exchange for a right to receive the Per Share Merger and without any action on the part of its holder, automatically be cancelled, Consideration as provided in this Section 2.1(a) shall no longer be issued or outstanding outstanding, shall be cancelled and extinguished and shall cease to exist exist, and the register each former holder of members of DouYu will be amended accordingly. Each DouYu Share Ordinary Shares (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters the Dissenting Shares) shall thereafter represent only that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Ordinary Shares, except for the right to receive the Per Share Merger Consideration without interest, to be paid in consideration therefor in accordance with this Article II. At the Effective Time, all of the ADSs that have been cancelled in exchange for a right to receive the Per ADS Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding, shall be cancelled and extinguished and shall cease to exist, and each DouYu Share represented by ten former holder of ADSs (10other than ADSs representing the Excluded Shares) DouYu that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such ADSs, together with such DouYu ADSs, shall thereafter represent only except for the right to receive the Per ADS Merger Consideration, as the case may be, Consideration without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to be paid in Section 2.6.consideration therefor in accordance with this Article II;

Merger Consideration. (ia) Other than Subject to the provisions of this Agreement and with the exception of the Initial Company Shares, which Initial Company Shares shall be cancelled as of the Effective Time and with respect to which no Merger Consideration (as defined below) shall be payable, all of the issued and outstanding shares (such shares, exclusive of such Initial Company Shares as the "COMPANY SHARES") of the capital stock of the Company (the "COMPANY CAPITAL STOCK") (as more specifically described in Section 3.6), as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Company Shares, 8,196,876 shares of Purchaser Stock (the "MERGER CONSIDERATION"), which Merger Consideration shall be adjusted as provided in Section 2.1(b)(ii)2.3(b) below. (b) The number of shares of Purchaser Stock constituting the Merger Consideration shall be increased by one share of Purchaser Stock for each share Purchaser Stock issued between the date hereof and the Effective Time upon the conversion of any shares of convertible preferred stock of Purchaser. (c) Each share of Company Stock held in the treasury of the Company shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. (d) Subject to the provisions of this Agreement, each ordinary shareat the Effective Time, par value US$0.0001 per share, the shares of DouYu issued and Merger Sub common stock outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), Merger shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shallconverted, by virtue of the Merger and without any action on the part of its holderthe holder thereof, automatically be cancelledinto one share of the common stock of the Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Stock shall no longer be constitute all of the issued or and outstanding capital stock of the Surviving Corporation and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented owned by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Purchaser.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderBuyer, automatically be cancelledSeller or the shareholders of either of the foregoing: (a) Each share of Buyer’s common stock, $1.00 par value per share (“Buyer Stock”) that is issued and outstanding immediately prior to the Effective Time shall no longer be issued or remain outstanding following the Effective Time and shall cease to exist and be unchanged by the register Merger; (b) Each share of members Seller voting common stock, $0.01 par value per share (including shares of DouYu will be amended accordingly. Each DouYu Share Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock”) owned directly by Buyer (other than DouYu Shares represented by DouYu ADSsshares in trust accounts, managed accounts or other similar accounts for the Excluded benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Subject to Section 1.2(e), each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and any Purported Dissenters Cancelled Shares) shall become and be converted into the right to receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in lieu of any fractional shares in accordance with the provisions of Section 1.2(e) (individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent represent, subject to Section 1.3(d), only the right to receive the Per Merger Consideration. Any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request) (d) At the Effective Time, each award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Merger Consideration and each DouYu Share represented by ten Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the Disclosure Memorandum (10) DouYu ADSsthe “Seller Stock Plans”), together with such DouYu ADSswhether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall thereafter represent only become fully vested and shall be cancelled and converted automatically into the right to receive the Per ADS Merger ConsiderationConsideration in respect of each share of Seller Common Stock underlying such Seller Restricted Share Award. Prior to the Effective Time, Seller shall (i) obtain any necessary consents or make any necessary amendments to the terms of any outstanding Seller Restricted Share Awards and/or Seller Stock Plans to give effect to the transactions contemplated by this Section 1.2(d), (ii) take all actions as may be necessary to terminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the case Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the Seller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if any, will be amended to eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may bebe in connection with the payment of the first regular base salary payment due to such holder following the Closing, but in any event shall occur within thirty (30) days after the Effective Time), Buyer or Buyer Bank shall deliver the Merger Consideration to the holders of Seller Restricted Share Awards, without interest, and . Such payments may be reduced by any Purported Dissenters Shares shall thereafter represent only the right Taxes withheld pursuant to receive the applicable payments due and owing as referred to in Section 2.61.3(g).

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii)At the Effective Time, each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right share of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issuedCorporation's Series A Preferred Stock, fully paid, non-assessable Class A ordinary shares, no par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”)value, issued and outstanding immediately prior to the Effective Time, together with will, by virtue of the DouYu Shares represented by such DouYu ADSsMerger and without further action on the part of any holder thereof, shall be cancelled in exchange for converted into the right to receive $ 0.0002 per share, each share of the holder of the relevant DouYu ADSCorporation's Series B Preferred Stock, at the direction of the DouYu Depositaryno par value, issued and outstanding immediately prior to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shareswill, including DouYu Shares represented by DouYu ADSsvirtue of the Merger and without further action on the part of any holder thereof, shallbe converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series C Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series D Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0011 per share, and each share of the Corporation's Series E Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0019 per share. (b) At the Effective Time, by virtue of the Merger and without any action on the part of its holderParent, automatically Merger Sub, the Company or any Company Shareholders, each share of Company Common Stock and each Company Option outstanding immediately prior to the Effective Time shall be cancelledcanceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto (subject to any dissenters' rights properly exercised in accordance with the CGCL); (c) each share of Company Stock held in the treasury of the Company shall be cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (d) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, no longer be issued or outstanding and shall cease to exist and par value, of the register of members of DouYu will be amended accordinglySurviving Corporation. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, stock certificate evidencing shares of common stock of Merger Sub shall continue to evidence ownership of such shares of common stock of the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6Surviving Corporation.

Merger Consideration. (ia) Other than as provided in Section 2.1(b)(ii)Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each ordinary shareof the issued and outstanding shares (the "EDI Shares") of common stock, par value US$0.0001 $.01 per share, of DouYu EDI (the "EDI Common Stock"), as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for each of the EDI Shares, 1.375 shares (the "Exchange Ratio") of the common stock of Bowm▇▇, ▇▇ated value $0.10 per share (the "Bowm▇▇ ▇▇▇ck"), together with the associated common stock purchase rights issued under the Bowm▇▇ ▇▇▇hts Agreement (as hereinafter defined), subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). The Exchange Ratio shall be subject to appropriate adjustment in the event of a stock split, stock dividend or recapitalization after the date of this Agreement and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right applicable to shares of the holder Bowm▇▇ ▇▇▇ck or the EDI Common Stock, or in the event of any issuance of Bowm▇▇ ▇▇▇ck or other securities of Bowm▇▇ ▇▇▇er the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, date of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued this Agreement and outstanding immediately prior to the Effective Time, together with Time resulting from the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right operation of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share Bowm▇▇ ▇▇▇hts Agreement. (the “Huya ADSs”b) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger, each issued and outstanding share of the capital stock of Acquisition Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. (c) No fractional shares of Bowm▇▇ ▇▇▇ck shall be issued pursuant to the Merger and without nor will any action fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Bowm▇▇. ▇▇ lieu thereof, any person who would otherwise be entitled to a fractional share of Bowm▇▇ ▇▇▇ck pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share (rounded to the nearest cent). The value of such fractional share shall be the product of such fraction multiplied by an amount equal to the average closing price of Bowm▇▇ ▇▇▇ck on the part American Stock Exchange for the ten trading days immediately prior to the third trading day preceding the Closing Date. (d) Each share of its holder, automatically EDI Common Stock held in the treasury of EDI or by a wholly owned subsidiary of EDI shall be cancelled, shall canceled as of the Effective Time and no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together shall be payable with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6respect thereto.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its holderthe Parties or any shareholder of SSNF: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of SSNF Common Stock owned directly by FBMS, automatically SSNF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelledcancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the "SSNF Cancelled Shares"). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SSNF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Title 3, Subtitle 2 of the MGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the "Dissenting Shares"), but instead the holder of such Dissenting Shares (hereinafter called a "Dissenting Shareholder") shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the MGCL (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the register rights provided for pursuant to the applicable provisions of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSsthe MGCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder's right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the Excluded Shares fair value of such shares of SSNF Common Stock under the applicable provisions of the MGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder's dissenter's rights under the applicable provisions of the MGCL, each such Dissenting Share shall be deemed to have been converted into and any Purported Dissenters Shares) shall thereafter represent only to have become exchangeable for, the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters' rights in respect of any shares of SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the MGCL and received by SSNF relating to dissenters' rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the MGCL. SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SSNF Common Stock for which dissenters' rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder's Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of SSNF Stock (excluding Dissenting Shares and each DouYu Share represented by ten (10SSNF Cancelled Shares) DouYu ADSsissued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, together in accordance with such DouYu ADSsthe terms of this Article II, shall thereafter represent only into and exchanged for the right to receive the Per ADS Merger Consideration, as the case may befollowing: (i) a cash payment, without interest, and any Purported Dissenters Shares shall thereafter represent only in an amount equal to $27.00 (individually the right "Per Share Cash Consideration"); or (ii) 0.93 (the "Exchange Ratio") of a share of FBMS Common Stock, subject to receive adjustment as provided in Section 2.01 (e) (the applicable payments due and owing as referred to in Section 2.6."

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior Subject to the Effective Time (individuallyprovisions of this Agreement, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to at the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, automatically by virtue of the Merger and without any action on the part of its any Person, each share of GNBC Common Stock issued and outstanding immediately prior to the Effective Time shall be converted at the election of the holder thereof (in accordance with the election and allocation procedures set forth in this SECTION 2.2) into either (i) shares of CBSI Common Stock based upon the Exchange Ratio; (ii) cash, at the rate of $42.50 for each share of GNBC Common Stock; or (iii) a combination of such shares of CBSI Common Stock and cash, as more fully set forth in SECTION 2.2(A)(III). The shares of CBSI Common Stock issuable and cash payable in connection with the Merger are sometimes collectively referred to herein as the "MERGER CONSIDERATION." (a) ELECTION AS TO OUTSTANDING GNBC COMMON STOCK. The shareholders of GNBC shall be given the following options in connection with the exchange of their GNBC Common Stock pursuant to the Merger: (i) At the option of each holder of GNBC Common Stock, all of such holder, automatically 's GNBC Common Stock shall be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only converted into the right to receive such number of shares of CBSI Common Stock equal to (x) the Per Share Merger Consideration number of shares of GNBC Common Stock held by such holder times (y) the Exchange Ratio (such election, the "ALL STOCK ELECTION"), provided that: (A) Fractional shares will not be issued and each DouYu Share represented cash (payable by ten check) will be paid in lieu thereof as provided in SECTION 2.2(J); and (10B) DouYu ADSsAfter giving effect to SECTION 2.2(A)(I), together with such DouYu ADSs(II), shall thereafter represent only AND (III), in no event shall, in the aggregate, more than seventy percent (70%) of GNBC Common Stock issued and outstanding immediately prior to the Effective Time be converted into the right to receive shares of CBSI Common Stock; or (ii) At the Per ADS Merger Considerationoption of each holder of GNBC Common Stock, as the case may be, without interest, and any Purported Dissenters Shares all of such holder's GNBC Common Stock shall thereafter represent only be converted into the right to receive cash (payable by check) in an amount equal to (x) the applicable payments due number of shares of GNBC Common Stock held by such holder times (y) $42.50 (such election, the "ALL CASH Election"), provided that: (A) After giving effect to SECTION 2.2(A)(I), (II), AND (III), in no event shall, in the aggregate, more than forty-five percent (45%) of GNBC Common Stock issued and owing outstanding immediately prior to the Effective Time be converted into and become cash; or (iii) At the option of each holder of GNBC Common Stock, seventy percent (70%) of such holder's aggregate number of shares of GNBC Common Stock (the "STOCK PORTION") shall be converted into the right to receive such number of shares of CBSI Common Stock equal to (x) the number of shares of GNBC Common Stock in the Stock Portion times (y) the Exchange Ratio, and thirty percent (30%) of such holder's aggregate number of shares of GNBC Common Stock (the "CASH PORTION") shall be converted into the right to receive cash (payable by check) in an amount equal to (w) the number of shares of GNBC Common Stock in the Cash Portion times (z) $42.50 (such election, the "MIXED ELECTION"), provided that: (A) Fractional shares will not be issued and cash (payable by check) will be paid in lieu thereof as referred provided in SECTION 2.2(J); and (B) After giving effect to SECTION 2.2(A)(I), (II) AND (III), in Section 2.6no event shall, in the aggregate, more than seventy percent (70%) of GNBC Common Stock issued and outstanding immediately prior to the Effective Time be converted into the right to receive shares of CBSI Common Stock; (C) After giving effect to SECTION 2.2(A)(I), (II), AND (III), in no event shall, in the aggregate, more than forty-five percent (45%) of GNBC Common Stock issued and outstanding immediately prior to the Effective Time be converted into the right to receive cash; or (iv) If no election is validly made by a holder by the Election Deadline pursuant to SECTION 2.2(D), all of such holder's shares of GNBC Common Stock shall be converted into the right to receive CBSI Common Stock and cash as set forth in SECTION 2.2(A)(III); PROVIDED, HOWEVER, that no fractional shares shall be issued and cash will be paid in lieu thereof as provided in SECTION 2.2(J). Notice of such allocation shall be provided promptly to each holder whose shares of GNBC Common Stock are allocated pursuant to this SECTION 2.2(A)(IV).