Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. 4.1.1 Subject to the provisions of Article 3 hereof, when the Company increases its registered capital or offers to issue other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or other Equity Securities (the “Proposed Issuance”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.

Pre-Emptive Right. 4.1.1 Subject to the provisions of Article 3 Section 4.2 hereof, when in the Company increases its registered capital or offers event the Corporation wishes at any time to issue other Equity Securitiesany Shares (except for the granting of options to employees not to exceed 10% of the issued and outstanding shares of the Corporation) it shall offer them for purchase by the Shareholders by notice given to each Shareholder. Such notice shall be given within 10 days of the approval of the Board of Directors of a proposal to issue Shares to raise funds and shall set forth a description of the Shares to be offered, the investors purchase price and the purchase date which shall be a date not earlier than twenty (20) days after the date of such notice. Upon receipt of such notice, each such Shareholder shall have a pre-emptive the right (but not the obligation) to subscribe for and purchase a number of such Shares determined by multiplying the additional registered capital or other Equity Securities under total number of Share offered by a fraction, the same conditions numerator of which shall be the number of Common Shares owned by such Shareholder at the date of such notice and in proportion to their paid-in capital contribution the denominator of which shall be the total number of Conunon Shares outstanding as at the date of such notice. Such right shall be exercised by the Shareholder by giving notice of acceptance to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or other Equity Securities (the “Proposed Issuance”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing Corporation within twenty (20) days of receiving such Notice of Issuance (after the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect receipt of the Proposed Issuancenotice from the Corporation. In the event that the Shareholder does exercise such right it shall subscribe, or (ii) purchase and pay for such Shares on the amount purchase date set forth in the notice of registered capital or the Corporation. If all the Shareholders do not subscribe for their respective proportions, the unsubscribed Shares shall be used to satisfy the subscriptions of such Shareholders for Shares in excess of their proportion and, ~ 11 ~ if the subscriptions in excess are more than sufficient to exhaust such unsubscribed Shares, the unsubscribed Shares shall be divided pro rata among the Shareholders desiring Shares as nearly as may be in proportion to the number of Equity Securities in respect Common Shares held by them respectively at the date of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuancenotice, but no such failure Shareholder shall be deemed consent bound to take any such Shares in excess of the amount it desires. It shall be a condition to the Proposed Issuanceissuance of any new shares that the new Shareholder become party to this Agreement or, if agreed by the Board, another shareholder or share restriction agreement approved by the Board. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.~ 12 ~

Pre-Emptive Right. 4.1.1 Subject to In the provisions of Article 3 hereof, when event that the Company increases its registered capital or offers Corporation proposes to issue other Equity Securitiesany class or series of the equity securities of the Corporation, any voting securities of the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first timeCorporation, or issues additional registered capital any securities convertible or other Equity Securities due to M&A exchangeable into, or reorganization. The Company shallentitling purchase of, at least thirty (30) days prior to its proposed issuance any of shares, additional registered capital or other Equity Securities the foregoing (the “Proposed IssuanceCovered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered Securities”), serve a the Corporation shall provide written notice (a “Pre-Emption Notice”) to each Investor that has, together with its Affiliates, purchased at least $4,000,000 of the Proposed Issuance Units sold under the Offering (each a “2012 Pre-Emptive Rights Investor”), specifying the terms and conditions of the proposed issue (the “Covered Offering”), including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 Pre-Emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of IssuanceExercise of Pre-Emptive Rights”) within four (4) Business Days from the date of receipt of the Pre-Emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the investorsterms and conditions set forth in the Pre-Emption Notice, for up to the number of Offered Securities which Notice of Issuance shall specify: (a) is equal to the amount, quantity and proportion, type and terms number of the new Equity Securities; (b) Offered Securities offered in the consideration that may be received Covered Offering in proportion to the aggregate holding of Covered Securities by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply 2012 Pre- Emptive Right Investor in relation to the Company in writing within twenty (20) days total number of receiving such Notice Covered Securities issued and outstanding immediately prior to the issuance of Issuance Offered Securities (the “Response Period Pre-Emptive Rights”) for Subscription”)a period until [ ], indicating that they: 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or Corporation’s stock option plan; (ii) collaboration agreements entered into by the amount Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of registered capital at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.Warrants.

Pre-Emptive Right. 4.1.1 Subject to For so long as the provisions GFL Group beneficially owns at least twenty percent (20%) of Article 3 hereofthe Shares (calculated on a non-diluted basis), when if the Company increases its registered capital or offers Corporation wishes to issue any Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity SecuritiesFinancing”, which for greater certainty shall include the investors shall have a issuance of any additional Securities to which any other person is entitled pursuant to any pre-emptive right or similar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A)) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by the Corporation (including, but not limited to, the obligation) to subscribe exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for the additional registered capital Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Non-Financing Issuance”)), the Corporation will not allot or issue any such Securities under unless such Securities are first offered for allotment and issuance on the same terms and conditions and in proportion to their paid-in capital contribution to the CompanyShareholder in sufficient numbers so as to permit the Shareholder or the GFL Group to maintain, except immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in cases where connection with such Equity Financing, including any additional Other Pre-Emptive Securities which may be issuable as a result of the Company implements an Employee Equity Incentive Plan approved by Shareholder’s exercise of its Pre-Emptive Right), up to its pro rata shareholding in the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty Corporation (30calculated on a fully-diluted basis) days immediately prior to its proposed issuance closing of shares, additional registered capital or other the Equity Securities Financing (the “Proposed IssuancePre-Emptive Right”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd..

Pre-Emptive Right. 4.1.1 Subject From the Closing Date until the earlier to the provisions occur of Article 3 hereof, when the Company increases its registered capital or offers to issue other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or other Equity Securities (the “Proposed Issuance”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms first anniversary of the new Equity Securities; Closing Date and (b) the consideration first date on which the Investor and its affiliates cease to beneficially own in the aggregate 5% of the issued and outstanding Common Stock, the Company and its subsidiaries shall not issue or sell any Subject Securities without first complying with this Section 5. The Company hereby grants to the Investor the preemptive right to purchase, pro rata, all or any part of the Subject Securities that the Company or any of its subsidiaries may, from time to time, propose to sell or issue. In the event that Subject Securities are offered or sold as part of a unit with other securities, the Investor must, if the Investor elects to exercise its preemptive right to purchase the Subject Securities, exercise its preemptive right with respect to all of the securities comprising part of the units on the same terms that the Company proposes to offer such units to other parties (provided, however, that Investor will not be obligated to pay part of any brokerage fees payable by such other party pursuant to an agreement between such party and a broker). The Investor’s pro rata share for purposes of this Section 5 is the ratio that the number of shares of Common Stock beneficially owned by the Investor and its affiliates immediately before giving effect to the proposed issuance of the Subject Securities bears to the total number of shares of Common Stock then issued and outstanding. In the event the Company proposes to issue or sell Subject Securities, it shall give the Investor written notice of its intention, describing the type of Subject Securities and the price and terms upon which the Company proposes to issue or sell the Subject Securities. The Investor shall have five Business Days from the date of such notice to irrevocably agree to purchase up to its pro rata share of the Subject Securities for the price and upon the terms (including brokerage, transaction, acquisition, advisory, due diligence, origination or similar fees, but excluding expense reimbursements and underwriting discounts, fees or commissions) specified in the notice by giving written notice to the Company stating the quantity of Subject Securities agreed to be purchased. The Investor acknowledges that the acquisition of the Subject Securities may be received subject to stockholder approval under the rules of the New York Stock Exchange and subject to any required approval from any Governmental Entity. In the event the Investor fails to exercise such preemptive right within such five Business Day period, the Company shall have 90 days to sell the Subject Securities not agreed to be purchased by the Company after Investor at the implementation of same price and upon the Proposed Issuance; and (c) same terms specified in the details of Company’s notice described above. In the relevant subscribers for the Proposed Issuance. After event the Company has served a Notice of Issuance upon not sold the investorsSubject Securities within such ninety-day period, the investors Company shall reply not thereafter issue or sell any Subject Securities without first offering such securities in the manner provided above. In the event that the Investor is entitled to the rights provided in this Section 5 as the result of a registered offering of Subject Securities, the Investor shall be entitled to exercise such rights through participation in such registered offering and the Company shall ensure that enough units of Subject Securities shall be registered to permit such exercise. For the purposes of this Section 5, the term “Subject Securities” means any debt or equity securities of the Company (including common stock or preferred stock of the Company), or any debt or equity security of the Company convertible or exchangeable for or into any debt or equity security of the Company, but excludes (i) shares of Common Stock that are issued or are issuable pursuant to a stock option plan, restricted stock plan, agreements or other incentive stock arrangements approved by the stockholders and a majority of the Board of Directors or an authorized committee thereof; (ii) shares of Common Stock issued in writing within twenty (20) days a split or subdivision of receiving such Notice the outstanding shares of Issuance Common Stock, a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, exchangeable for, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Response Period Common Stock Equivalents”) without payment of any consideration by such holder for Subscription”the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), indicating so long as the Investor is entitled to participate in the same to the extent of any securities affected thereby that they: it holds on the applicable record date for the same, (iiii) elect shares of Common Stock issued pursuant to waive the pre-emptive right Rights Offering or any similar offerings in respect the future, so long as the Investor is permitted to participate in the same to the extent of any common stock it holds as of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall record date for the time being be referred same, and (iv) securities issued to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent TRT pursuant to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.TRT Investment Agreement.

Pre-Emptive Right. 4.1.1 Subject The Company hereby grants to each Preferred Investor Stockholder the provisions of Article 3 hereof, when the Company increases its registered capital or offers to issue other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe purchase a pro rata share of any New Securities (as hereinafter defined) that the Company may, at any time from and after the Effective Date, propose to sell, issue or grant. A pro rata share, for purposes of this right, is the additional registered capital portion of the New Securities obtained by multiplying the total number of New Securities proposed to be sold, issued or granted by a fraction, (x) the numerator of which is the sum of (i) the total number of shares of Common Stock then held by each Preferred Investor Stockholder, plus (ii) the total number of shares of Common Stock into which shares of Preferred Stock then held by such Preferred Investor Stockholder may then be converted (“Conversion Shares”), and (y) the denominator of which is the total number of shares of Common Stock then held by each Preferred Investor Stockholder and Conversion Shares then outstanding (or deemed outstanding), together with all shares of Common Stock then held in escrow on behalf of the Preferred Investor Stockholders, subject to vesting or similar restrictive requirements or otherwise issuable upon conversion of other Convertible Securities (as such term is defined in the Charter) as are outstanding immediately prior to the issuance of such New Securities. For purposes of this Article IV, “New Securities” shall mean all Equity Securities under of any type or amount, except for, in all cases as properly approved pursuant to the same conditions and provisions of this Agreement and/or the Charter (in proportion each case, as applicable, a “Requisite Approval”), (1) the issuance of Common Stock upon conversion of any shares of Preferred Stock, or as a dividend or distribution relative to their paid-the Preferred Stock; (2) the issuance of securities in capital contribution a Qualified IPO; (3) the issuance of securities pursuant to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time’s bona fide acquisition of another corporation, or issues additional registered capital all or a portion of its assets, by merger, purchase of assets, or other Equity Securities due to M&A or corporate reorganization. The Company shall, at least thirty in each case after all applicable contractual and statutory approvals have been obtained; (304) days prior to its proposed the issuance of shares, additional registered capital or other Equity Securities (the “Proposed Issuance”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: securities (i) elect pursuant to waive the pre-emptive right in respect of the Proposed Issuance, Purchase Agreements or (ii) upon the amount conversion or exercise of registered capital any debenture, warrant, option or Option Equity granted prior to the Effective Date and as disclosed in the Series C Purchase Agreement; (5) the authorization, grant or issuance (or entry into a plan, arrangement, agreement, transaction, commitment or arrangement to authorize, grant or issue) of the shares of the Company’s Common Stock (through Options Equity or otherwise) to employees, officers, or directors of, or contractors, consultants, or advisors to the Company pursuant to an Approved Option Plan; or (6) any stock split, subdivision or combination affecting the Common Stock or the number issuance of Equity Securities in respect shares of which they decide Common Stock pursuant to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.a stock dividend or other distribution on Common Stock.

Pre-Emptive Right. 4.1.1 Subject to For so long as the provisions PAS Group beneficially owns at least ten percent (10%) of Article 3 hereofthe Shares (calculated on a non-diluted basis), when if the Company increases its registered capital or offers Corporation wishes to issue any (i) Shares; (ii) other equity securities, or (iii) any security that is exercisable or convertible into, directly or indirectly, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity SecuritiesFinancing”, which for greater certainty shall include the investors shall have a issuance of any additional Securities to which any other person is entitled pursuant to any pre-emptive right or similar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by the Corporation (including, but not limited to, the obligation) to subscribe exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for the additional registered capital Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Non-Financing Issuance”)), the Corporation will not allot or issue any such Securities under unless such Securities are first offered for allotment and issuance on the same terms and conditions and in proportion to their paid-in capital contribution to the CompanyShareholder in sufficient numbers so as to permit the PAS Group to maintain, except immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in cases where connection with such Equity Financing, including any additional Other Pre-Emptive Securities which may be issuable as a result of the Company implements an Employee Equity Incentive Plan approved by Shareholder’s exercise of its Pre-Emptive Right), up to its pro rata shareholding in the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty Corporation (30calculated on a fully-diluted basis) days immediately prior to its proposed issuance closing of shares, additional registered capital or other the Equity Securities Financing (the “Proposed IssuancePre-Emptive Right”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd..

Pre-Emptive Right. 4.1.1 Subject to In the provisions of Article 3 hereof, when event that the Company increases its registered capital or offers Corporation proposes to issue other Equity Securitiesany class or series of the equity securities of the Corporation, any voting securities of the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first timeCorporation, or issues additional registered capital any securities convertible or other Equity Securities due to M&A exchangeable into, or reorganization. The Company shallentitling purchase of, at least thirty (30) days prior to its proposed issuance any of shares, additional registered capital or other Equity Securities the foregoing (the “Proposed IssuanceCovered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered Securities”), serve a the Corporation shall provide written notice (a “Pre-emption Notice”) to Investors having purchased at least C$3,000,000 worth of Units pursuant to the Offering (the “Pre-emptive Right Investors”) specifying the terms and conditions of the Proposed Issuance proposed issue (the “Covered Offering”), including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each Pre-emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of IssuanceExercise of Pre- emptive Rights”) within four (4) Business Days from the date of receipt of the Pre-emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the investorsterms and conditions set forth in the Pre-emption Notice, for up to the number of Offered Securities which Notice of Issuance shall specify: (a) is equal to the amount, quantity and proportion, type and terms number of the new Equity Securities; (b) Offered Securities offered in the consideration that may be received Covered Offering in proportion to the aggregate holding of Covered Securities by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply Pre-emptive Right Investor in relation to the Company in writing within twenty (20) days total number of receiving such Notice Covered Securities issued and outstanding immediately prior to the issuance of Issuance Offered Securities (the “Response Period Pre-emptive Rights”) for Subscription”), indicating that theya period until the earlier of: (i) elect the date that is 24 months following the Closing Date in the event that the Corporation reports initial topline results for the second to waive report VVC Phase 2a Trial for MGCD290 on or before the pre-emptive right in respect of date that is 21 months following the Proposed Issuance, or Closing Date; (ii) the amount of registered capital or date that is three (3) months following the number of Equity Securities in respect of which they decide date that the Corporation reports initial topline results from the second to exercise the pre-emptive right report Phase 2a Trial for MGCD290 in the Proposed Issuance (such response shall event that the Corporation reports initial topline results for the time being be referred second to as report Phase 2a Trial for MGCD290 after the “Notice of date that is 21 months following the Closing Date; or (iii) the date that is 48 months following the Closing Date. The Pre-emptive Subscription”). Any investors who fail Rights shall not apply to make any reply in writing within issuances of Offered Securities pursuant to (i) the Response Period for Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) Public Offerings at a price per security at least 100% greater than the Subscription after receiving Price; or (iv) the Notice of Issuance shall be deemed to have waived the preemptive right in respect exercise of the Proposed IssuanceWarrants. A Pre-emptive Right Investor shall not be permitted to exercise its Pre-emptive Rights if such exercise would result in such Pre-emptive Right Investor beneficially holding, but no as defined in section 1.8 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (Québec), an aggregate number of Common Shares representing more than 19.9% of the issued and outstanding Common Shares immediately after giving effect to such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.exercise.

Pre-Emptive Right. 4.1.1 Subject If the Company or any of its Subsidiaries proposes (following approval by the Board) to sell any Equity Interest in the Company or any of its Subsidiaries to any Person in a transaction or transactions other than (a) Equity Interests issued to another entity or its owners in connection with the acquisition of all or a portion of such entity or its assets that is approved in accordance with the terms of this Agreement, (b) Equity Interests offered to employees of the Company or any Subsidiary pursuant to employee benefit plans, equity incentive plans or arrangements approved by the Board in accordance with the terms of this Agreement (including upon the exercise of employee equity options granted pursuant to any such plans or arrangements) or (c) Equity Interests issued by a Subsidiary of the Company to the provisions Company or another Subsidiary of Article 3 hereof, when the Company increases its registered capital or offers to issue other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except each Member shall have the right to purchase directly or through any Affiliate a percentage of such Equity Interests equal to such Member’s Ownership Percentage. Any participation pursuant to this Section 3.3 shall be on the same terms and conditions as applied to all offerees in cases where the respective offering. In the event of a proposed transaction or transactions, as the case may be, that would give rise to preemptive rights of the Members, the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or other Equity Securities shall provide notice (the “Proposed IssuanceInitial Notice”), serve a written ) to the Members no later than ten (10) Business Days prior to the expected consummation of such transaction or transactions. Each Member shall provide notice of its election to exercise such rights within five (5) Business Days after delivery of such Initial Notice from the Proposed Issuance (Company. The failure of a Member to respond to the “Initial Notice of Issuance”) upon and affirmatively exercise its preemptive right in accordance with the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance this Agreement shall be deemed an election not to have waived the exercise its preemptive right in connection with such proposed transaction or transactions. If a Member fails to exercise its preemptive right with respect to all or any portion of the Proposed IssuanceEquity Interests subject to that preemptive right and any other Member(s) exercise their preemptive rights in full, but no such failure the Company shall be deemed consent give the exercising Member(s) notice and the exercising Member(s) shall have the right to elect to purchase their pro rata share (calculated based on the exercising Member(s) Ownership Percentage) of the Equity Interests subject to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co.unexercised preemptive right, Ltd.all in accordance with the procedure set forth above in this Section 3.3.

Pre-Emptive Right. 4.1.1 Subject to For so long as the provisions Newmont Group beneficially owns at least ten percent (10%) of Article 3 hereofthe Shares (calculated on a non-diluted basis), when if the Company increases its registered capital or offers Corporation wishes to issue any (i) Shares; (ii) other equity securities, or (iii) any security that is exercisable or convertible into, directly or indirectly, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity SecuritiesFinancing”, which for greater certainty shall include the investors shall have a issuance of any additional Securities to which any other person is entitled pursuant to any pre-emptive right or similar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A)) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by the Corporation (including, but not limited to, the obligation) to subscribe exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for the additional registered capital Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Non-Financing Issuance”)), the Corporation will not allot or issue any such Securities under unless such Securities are first offered for allotment and issuance on the same terms and conditions and in proportion to their paid-in capital contribution to the CompanyShareholder in sufficient numbers so as to permit the Newmont Group to maintain, except immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in cases where connection with such Equity Financing, including any additional Other Pre- Emptive Securities which may be issuable as a result of the Company implements an Employee Equity Incentive Plan approved by Shareholder’s exercise of its Pre-Emptive Right), up to its pro rata shareholding in the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty Corporation (30calculated on a fully-diluted basis) days immediately prior to its proposed issuance closing of shares, additional registered capital or other the Equity Securities Financing (the “Proposed IssuancePre-Emptive Right”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive Subscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd..