Common use of Restriction on Sale of Securities by the Company Clause in Contracts

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares or any securities convertible into or exchangeable or exercisable for any of the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares (“Lock-Up Securities”): (A) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (B) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (C) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (D) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, or (E) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply to (A) the Offered Securities and (B) the issuance of Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) upon the exercise of options granted pursuant to the existing 2008 share incentive plan of the Company described in the Registration Statement. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock or any securities convertible into or exchangeable or exercisable for any of the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock (“Lock-Up Securities”): (Ai) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (Bii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (Ciii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (Div) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, Act or (Ev) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply Representatives, except (i) issuances of Lock-Up Securities pursuant to (A) the Offered Securities and (B) the issuance conversion or exchange of Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) upon convertible or exchangeable securities or the exercise of options granted warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to to, the existing 2008 share incentive terms of a plan of the Company described in the Registration StatementPricing Disclosure Package and the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 180 60 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Securities or any securities convertible into or exchangeable or exercisable for any of the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Securities (“Lock-Up Securities”): (Ai) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (Bii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (Ciii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (Div) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, or (Ev) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply Representatives, except (x) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (y) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to, the terms of a plan described in the General Disclosure Package and the Final Prospectus, and (z) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (A) no more than an aggregate of 10% of the Offered Securities number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (B) prior to the issuance of Class B ordinary shares, par value US$0.0001 per share, such shares of the Company (Company’s capital stock each recipient of such shares agrees in writing to be subject to the “Class B Ordinary Shareslock-up” and, together with described in this Section 5(l) for the Class A Ordinary Shares, collectively, the “Ordinary Shares”) upon the exercise of options granted pursuant to the existing 2008 share incentive plan remaining term of the Company described in the Registration StatementLock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 180 90 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock or any securities convertible into or exchangeable or exercisable for any of the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock (“Lock-Up Securities”): (Ai) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (Bii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the Pricing Disclosure Package), (Ciii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (Div) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, Act or (Ev) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply , except (i) issuances of Lock-Up Securities pursuant to (A) the Offered Securities and (B) the issuance conversion or exchange of Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) upon convertible or exchangeable securities or the exercise of options granted warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to to, the existing 2008 share incentive terms of a plan of the Company described in the Registration StatementPricing Disclosure Package and the Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 180 90 days after the date hereof or such earlier date that the Representative consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

Restriction on Sale of Securities by the Company. For the period specified below (the “Lock-Up Period”), the Company will not, and will cause each of the Subsidiaries not to, directly or indirectly, take any of the following actions with respect to any ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock or any securities convertible into or exchangeable or exercisable for any of the ADSs or Class A Ordinary Shares or securities of the Company that are substantially similar to the ADSs or Class A Ordinary Shares its Common Stock (“Lock-Up Securities”): (Ai) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up SecuritiesSecurities (other than the Offered Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (Bii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up SecuritiesSecurities (other than the grant of options pursuant to employee benefit plans, option plans, qualified stock option plans or other employee compensation plans existing on the date hereof and described in the Preliminary Prospectus or the General Disclosure Package), (Ciii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, whether any of these transactions are to be settled by delivery of Class A Ordinary Shares or such other securities, in cash or otherwise, (Div) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, Act or (Ev) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case, without the prior written consent of the Representative. The foregoing shall not apply Representatives, except (i) issuances of Lock-Up Securities pursuant to (A) the Offered Securities and (B) the issuance conversion or exchange of Class B ordinary shares, par value US$0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) upon convertible or exchangeable securities or the exercise of options granted warrants or options, in each case outstanding on the date hereof, and (ii) the filing of a registration statement on Form S-8 relating to, and the issuance and sale of Lock-Up Securities pursuant to to, the existing 2008 share incentive terms of a plan of the Company described in the Registration StatementGeneral Disclosure Package and the Final Prospectus. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that the Representative consents Representatives consent to in writing; provided. If the Representatives, howeverin their sole discretion, that if (1agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(k) during the last 17 days hereof for an officer or director of the initial Lock-Up PeriodCompany and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company releases earnings results agrees to announce the impending release or material waiver by a press release substantially in the form of Exhibit A hereto through a major news or a material event relating to service at least two business days before the Company occurs or (2) prior to the expiration effective date of the initial Lock-Up Period, the Company announces that it will release earnings results or it becomes aware that material news about the Company will be announced or a material event will occur during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, announcement of material news or the occurrence of the material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.waiver