Common use of Option Holders Clause in Contracts

Option Holders. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Xiangtao Kong Namibox Limited (Hong Kong) Hong Kong Shanghai Mihe Information Technology Co., Ltd. PRC Shanghai Jinxin Network Technology Co., Ltd. PRC Zhongjiao Enshi Education Technology (Shanghai) Co., Ltd. PRC Shanghai Pindu Education Technology Co., Ltd. PRC Shanghai Mouding Education Technology Co., Ltd. PRC Shanghai Jingche Network Technology Co., Ltd. PRC As attached. ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇ ▇▇▇▇▇▇, division of Benchmark Investments, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Jinxin Technology Holding Company, a Cayman Islands company (the “Company”), and the Representative, relating to the proposed public offering (the “Offering”) of the Company’s American Depositary Shares (the “ADSs”), each representing [●] of an ordinary share of the Company, par value US$0.00001428571428 per share (the “Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from the closing the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any ADSs or Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, ADSs or Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the ADSs, Ordinary Shares, or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the ADSs or Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Option Holders. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Xiangtao Kong Namibox Limited (Hong Kong) Hong Kong Shanghai Mihe Information Technology Co., Ltd. PRC Shanghai Jinxin Network Technology Co., Ltd. PRC Zhongjiao Enshi Education Technology (Shanghai) Co., Ltd. PRC Shanghai Pindu Education Technology Co., Ltd. PRC Shanghai Mouding Education Technology Co., Ltd. PRC Shanghai Jingche Network Technology Co., Ltd. PRC As attached. ▇. ▇. ▇▇▇▇▇▇▇▇ & Co., Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, division of Benchmark Investments▇▇▇▇ ▇▇▇▇▇ New York, LLC NY 10005 WestPark Capital, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, 39th Floor New York▇▇▇▇▇ ▇▇▇ Los Angeles, NY 10022 CA 90067 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇ . ▇. ▇▇▇▇▇▇▇▇ & Co., division of Benchmark InvestmentsInc. and WestPark Capital, LLC Inc. (the “RepresentativeRepresentatives”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Jinxin Technology Holding Company, a Cayman Islands company (the “Company”), and the RepresentativeRepresentatives, relating to the proposed public offering (the “Offering”) of the Company’s American Depositary Shares (the “ADSs”), each representing [●] 18 of an ordinary share of the Company, par value US$0.00001428571428 per share (the “Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative Representatives that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from after the closing the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any ADSs or Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, ADSs or Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the ADSs, Ordinary Shares, or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the ADSs or Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to:

Option Holders. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Xiangtao Kong Namibox Limited (Hong Kong) Hong Kong Shanghai Mihe Information Technology Co., Ltd. PRC Shanghai Jinxin Network Technology Co., Ltd. PRC Zhongjiao Enshi Education Technology (Shanghai) Co., Ltd. PRC Shanghai Pindu Education Technology Co., Ltd. PRC Shanghai Mouding Education Technology Co., Ltd. PRC Shanghai Jingche Network Technology Co., Ltd. PRC As attached. Craft Capital Management, LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, division of Benchmark Investments▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Garden City, LLC NY 11530 WestPark Capital, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, 39th Floor New York▇▇▇▇▇ ▇▇▇ Los Angeles, NY 10022 CA 90067 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to ▇▇ ▇▇▇▇▇▇, division of Benchmark InvestmentsCraft Capital Management, LLC and WestPark Capital, Inc. (the “RepresentativeRepresentatives”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Jinxin Technology Holding Company, a Cayman Islands company (the “Company”), and the RepresentativeRepresentatives, relating to the proposed public offering (the “Offering”) of the Company’s American Depositary Shares (the “ADSs”), each representing [●] 18 of an ordinary share of the Company, par value US$0.00001428571428 per share (the “Ordinary Shares”). Initial capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative Representatives that, during the period beginning on and including the date of this Agreement through and including the date that is 180 days from after the closing the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any ADSs or Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, ADSs or Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the ADSs, Ordinary Shares, or securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the ADSs or Ordinary Shares. The restrictions set forth in the immediately preceding paragraph shall not apply to: