Common use of Participation Right Clause in Contracts

Participation Right. Following the earliest occurrence of any Issuance, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. Following the earliest occurrence of any IssuanceIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, ​ ​ ​ and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. Following Subject to the earliest occurrence of any Issuance, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described terms and conditions specified in this Section 9.8(b5, until the third anniversary of the Issuance Date, the holders of shares of Preferred Stock shall have a right to participate with respect to the issuance or possible issuance of any equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component, including, but not limited to, any additional issuance of Preferred Stock, (as the case may be, "Additional Shares"), on the same terms and conditions as offered by the Company to the other purchasers of such Additional Shares. Each time the Company proposes to offer any Additional Shares, the Company shall make an offering of such Additional Shares to each holder of shares of Preferred Stock in accordance with the following provisions: The Company shall deliver a notice (the "Issuance Notice") to the holders of shares of Preferred Stock stating (a) its bona fide intention to offer such Additional Shares, (b) the number of such Additional Shares to be offered, (c) the price and terms, if any, upon which it proposes to offer such Additional Shares, and (d) the anticipated closing date of the sale of such Additional Shares. By written notification received by the Company, within 20 business days after giving of the Issuance Notice, any holder of shares of Preferred Stock may elect to purchase or obtain, at the price and on the terms specified in the Issuance Notice (provided that if the price is to be paid in whole or in part in consideration other than cash, the holders of Preferred Stock exercising their rights hereunder shall have the option to pay such consideration in cash equal to the fair market value of such non-cash consideration (valued in accordance with the method set forth in Article XI.D(ii)(f) of the Certificate of Designation, up to that number of such Additional Shares which equals such holder's Pro Rata Amount (as defined below). The "Pro Rata Amount" for any given holder of shares of Preferred Stock shall equal that portion of the Additional Shares that the Company proposes to offer which equals the proportion that the number of shares of Common Stock that such holder owns or has the right to acquire (without giving effect to the limitations contained in Article IV.D of the Certificate of Designation) bears to the total number of shares of Common Stock then outstanding (assuming in each case the full conversion, exercise or exchange of all Convertible Securities and Purchase Rights then outstanding); provided, however, that in the event that any such holder exercises its right to pay the consideration for the Additional Shares purchasable hereunder with shares of Preferred Stock increased (but not decreased) to the extent necessary to equal (x) such number of shares of Common Stock (if the Additional Shares being issued are Common Stock) or (y) that number of Additional Shares as are convertible into or exercisable or exchangeable for such number of shares of Common Stock (if the Additional Shares being issued are Convertible Securities or Purchase Rights), as is obtained by dividing (a) the Redemption Amount attributable to such holder's shares of Preferred Stock being redeemed by (b)(i) the price per share at which such Common Stock is being issued (if the Additional Shares being issued are Common Stock) or (ii) the conversion, exercise or exchange price at which such Additional Shares are convertible into or exercisable or exchangeable for shares of Common Stock (if the Additional Shares being issued are Convertible Securities or Purchase Rights), and in such event the Company shall be obligated to sell such number of Additional Shares to each such holder, even if the aggregate Pro Rata Amount for all such holders exceeds the aggregate amount of Additional Shares that the Company had initially proposed to offer. The Company shall promptly, in writing, inform each holder of shares of Preferred Stock which elects to purchase all of the Additional Shares available to it ("Fully-Exercising Holder") of any event other holder's failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exercising Holder shall be entitled to obtain that portion of the Additional Shares for which the holders of shares of Preferred Stock were entitled to subscribe but which were not less than thirty (30) Business Days prior so subscribed for by such holders which is equal to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay up to proportion that the number of equity interests shares of Preferred Stock held by such Fully-Exercising Holder bears to the Seller total number of shares of Preferred Stock held by all Fully-Exercising Holders who wish to purchase any of the unsubscribed shares. If all Additional Shares which the holders of shares of Preferred Stock are entitled to obtain pursuant to subparagraph (ii) of this Section 5 are not elected to be obtained as provided in such subparagraph, the Company may, during the 75-day period following the expiration of the period provided in such subparagraph, offer the remaining unsubscribed portion of such Additional Shares to any person or persons at a price not less than, and its Subsidiaries own directly upon terms no more favorable to the offeree than, those specified in the Purchaser Issuance Notice. If the Company does not consummate the sale of such Additional Shares within such period, the right provided hereunder shall be deemed to be revived and such Additional Shares shall not be offered or Alipaysold unless first reoffered to the holders of shares of Preferred Stock in accordance herewith. The participation right set forth in this Section 5 may not be assigned or transferred, except that such right is assignable by each holder of shares of Preferred Stock to any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Securities Act of 1933, as applicableamended, and the Purchaser controlling, controlled by or Alipayunder common control with, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, any such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold holder. The purchase right granted by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, 5 shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of prioritynot apply to: (i) firstthe grant or exercise of any stock, options or warrants which may hereafter be granted or exercised under any equity interests that incentive plan of the Purchaser Company now existing or Alipay, as applicable, proposes to offer be implemented in the future which is approved in good faith by the Board of Directors of the Company or a committee of non-employee directors established for its own accountsuch purpose; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in conversion of the offeringSeries D Preferred Stock or the exercise of the Warrants; and (iii) thirdthe issuance of securities in connection with a bona fide business acquisition; (iv) the issuance of stock, warrants or other securities or rights to persons or entities in connection with commercial lease lines or bank financing provided that such issuances are primarily for purposes other than equity financing; or (v) the issuance of securities in connection with strategic transactions involving the Company and other entities, including joint ventures, manufacturing, marketing or distribution arrangements (but excluding any equity interests that other equityholders have requested sale of substantially all of the Company's assets or any merger or consolidation of the Corporation into or with another entity in which the holders of the capital stock of the Company immediately prior to be sold such merger or consolidation do not hold at least fifty percent (50%) in such offeringvoting power of the surviving corporation).

Participation Right. Following For a period of one year from the earliest occurrence date hereof (the “Participation Period”), the Investor shall have the right to participate in any subsequent offering (a “Subsequent Financing”) of any Common Stock or securities convertible into, exercisable or exchangeable for, or otherwise representing the right to acquire shares of Common Stock (“Common Stock Equivalents”), other than an Excluded Issuance, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) provided herein. At least three Business Days prior to the contemplated publication or execution of definitive documentation for a Subsequent Financing, the Company shall deliver to the Investor a written notice (“Pre-Notice”), which Pre-Notice shall notify the Investor that the Company would like to share with the Investor certain information which may constitute material non-public filing information with regard to the Company and which shall ask the Investor if it wants to review such information. The Investor shall have the right, exercisable at any time within 24 hours after its receipt of the prospectus for Pre-Notice, to notify the Company whether it wishes to review such offeringinformation; provided, however that if such 24-hour period would include a period when the Investor is unable to respond due to a religious observance, then such 24-hour period shall be deemed to have commenced upon the termination of such religious observance. Within fifteen Upon the written request of the Investor, and only upon a request by the Investor, the Company shall promptly, but in no event later than 12 hours after the receipt of such request, deliver a subsequent notice to the Investor (15a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, including a description of the material terms of any Common Stock Equivalents to be offered, and the expected amount of gross proceeds of such Subsequent Financing (the “Subsequent Financing Gross Proceeds”). The Investor shall notify the Company in writing within 24 hours after its receipt of the Subsequent Financing Notice of its willingness to participate in the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation; provided, however that if such 24-hour period would include a period when the Investor is unable to respond due to a religious observance, then the 24-hour period shall be deemed to have commenced upon the termination of such religious observance. If the Investor fails to timely respond to a Pre-Notice or Subsequent Financing Notice, the Investor shall have no right to participate in the Subsequent Financing. In the event that the Investor timely notifies the Company that it wishes to participate in the Subsequent Financing, the Investor shall have the right to participate in the Subsequent Financing in an amount not to exceed the result obtained by multiplying its Pro Rata Portion (as defined below) Business Days following by 30% of the Subsequent Financing Gross Proceeds. As used herein, “Pro Rata Portion” equals the ratio (expressed as a fraction) of (x) the aggregate purchase price of the Shares and Warrants purchased by the Investor pursuant to this Agreement (the “Subscription Amount”) and (y) the aggregate sum of all of the Subscription Amounts of all investors participating in the Offering (the “Participating Investors”). The Company shall have the right to sell any amount of the Subsequent Financing not purchased by the Investor and the Participating Investors to such investors as it may determine in its sole discretion; provided, however, that any such sales shall be on terms no more favorable to the investors than those described in the Subsequent Financing Notice. Notwithstanding the delivery of such noticeany Pre-Notice or Subsequent Financing Notice, the Seller mayCompany shall have the right to terminate or delay the Subsequent Financing as it may determine in its sole discretion. The Investor acknowledges and agrees that, at upon its receipt of a Subsequent Financing Notice, the sole discretion Investor shall be deemed to be in possession of material non-public information regarding the Company and agrees to hold such information in confidence and not to disclose such information to any other person and not to effect any transactions in the Common Stock until the earlier of (i) the public announcement of the Alibaba Independent Committee, Subsequent Financing or (ii) the receipt of written notice from the Company that it has abandoned the Subsequent Financing (which notice shall be given promptly following a determination by notice the Company not to the Purchaser or Alipay, as applicable, irrevocably commit to sell proceed with a number of equity interests of Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinionSubsequent Financing). As used herein, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priorityterm “Excluded Issuance” means: (i) firstthe issuance of the Securities pursuant to the Offering, equity interests that including the Purchaser or Alipay, as applicable, proposes to offer for its own accountissuance of the Warrant Shares upon due exercise of the Warrants; (ii) secondthe issuance of Common Stock, equity interests including options or other incentives to acquire Common Stock, pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans, in each case as adopted or approved by the Company’s Board of Directors; (iii) the issuance of Common Stock pursuant to the valid exercises of options, warrants or rights outstanding on the date hereof; provided that the Seller and its Subsidiaries have committed terms of such securities are not amended after the date hereof to sell in increase the offeringnumber of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; and (iiiiv) thirdthe issuance of Common Stock pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any equity interests that other equityholders have requested such issuance shall only be to be sold a entity which is, itself or through its subsidiaries, an operating company in such offeringa business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Participation Right. Following the earliest occurrence of any IssuanceIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering. Notwithstanding anything to the contrary, the rights of the Seller, the Seller Designated Investment Entity or their respective Affiliates under this Section 9.8(b) shall automatically terminate upon the Listing Date.

Participation Right. Following If the earliest occurrence Company sells any shares of a series of Preferred Stock and/or rights, options, or warrants to purchase shares of Common Stock or of a series of Preferred Stock, or securities of any Issuancetype whatsoever that are, if or may become, convertible or exchangeable into or exercisable for shares of a series of Common Stock or Preferred Stock (“Qualifying New Securities”); provided that notwithstanding anything to the Purchaser proposes contrary any equity, options, warrant or similar equity-linked issuances to effect employees, consultants or vendors of the Purchaser Qualified IPO or Alipay proposes Company shall be excluded and not be deemed to effect the Alipay Qualified IPObe a Qualifying New Securities herein, the Purchaser or Alipay, as applicable, Company shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchasers within 30 days after the issuance of Qualifying New Securities. Such notice shall describe the type, price, and terms of the Qualifying New Securities. Each Purchaser or Alipay, as applicable, irrevocably commit shall have 20 days from the date notice is given to sell a number of equity interests of Purchaser or Alipay elect to purchase up to the number of equity interests Qualifying New Securities which equals the Seller greater of (x) that number of Qualifying New Securities having an aggregate purchase price equal to 400% of the aggregate Purchase Price paid by such Purchaser for Preferred Stock and its Subsidiaries own Warrants pursuant to this Agreement, or (y) the proportion that the Common Stock then held by such Purchaser (including all shares of Common Stock then issuable (directly in the Purchaser or Alipayindirectly) upon conversion and/or exercise, as applicable, of any shares of preferred stock of the Company and any other securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants (“Derivative Securities”) then held by such Purchaser) bears to the Purchaser or Alipaytotal Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). The closing of such sale shall include occur within 45 days of the date notice is given to the Purchasers. Notwithstanding the foregoing, no Purchaser, or Affiliate (as defined in the Purchaser Qualified IPO or Certificate of Designation) thereof, shall be entitled to purchase Qualifying New Securities hereunder in an amount that would result in the Alipay Qualified IPOPurchaser, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter aggregate and together with any Affiliate of such Purchaser Qualified IPO or Alipay Qualified IPOPurchaser, beneficially owning (as applicable, determined in good faith shall have advised accordance with Section 13(d) of the Purchaser or Alipay, as applicable, that, Exchange Act and the rules promulgated thereunder) in its opinion, the inclusion in the offering excess of 19.99% of the number of equity interests committed shares of Common Stock outstanding immediately after giving effect to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offeringpurchase Qualifying New Securities.

Participation Right. Following Section 10.4 to the earliest occurrence of any Issuance, if Contract is hereby deleted in its entirety and replaced with the Purchaser proposes to effect following: “10.4 Participation Right The Company hereby grants the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of Investor the right described in this Section 9.8(bbut not the obligation (the Participation Right), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the Investor’s sole discretion discretion, to participate in any equity financing of the Alibaba Independent CommitteeCompany (including any financing of securities convertible for, by notice to or exchangeable into, Shares of the Purchaser or AlipayCompany) (each a Subsequent Equity Financing), as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay whereby the Investor may subscribe for up to the number fifteen percent (15%) of equity interests the Seller each Subsequent Equity Financing on terms and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified conditions (if any) identical to all other subscribers in such notice; financing, provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicablehowever, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes limitations set forth in clause 5.4(e) shall apply mutatis mutandis to offer for its own account; the Investor’s exercise of the Participation Right and (ii) secondthe Investor may not participate in a Subsequent Equity Financing for an amount of securities that would exceed the Share Maximum, equity interests unless, the Company has obtained the approval of the TSX to issue such Shares without shareholder approval. The Participation Right shall be subject to the following terms and conditions: (a) The Company shall provide the Investor with prompt notice in writing of each Subsequent Equity Financing, including all particulars of such Subsequent Equity Financing (the Financing Notice). Each Financing Notice shall be accompanied by all documentation (including without limitation, disclosure documents, offering memoranda, and definitive agreements), as are provided to other subscribers in such Subsequent Equity Financing The Investor shall have no less than five (5) Business Days from the date of receipt of a Financing Notice to advise the Company whether it wishes to participate in such Subsequent Equity Financings and the amount for which the Investor wishes to subscribe under this clause 10.4, which may be less than its entitlement hereunder, provided that if the Seller and its Subsidiaries have committed Company is proposing to sell undertake a Bought Deal in respect of such Subsequent Equity Financing, the Company shall give such Financing Notice to the Investor as early as practicable in the offering; circumstances in light of the speed and urgency under which Bought Deals are conducted and the Investor shall have three (iii3) third, any equity interests that other equityholders have requested days from the date of receipt of a Financing Notice to be sold advise the Company whether it wishes to participate in such proposed Bought Deal and the amount for which the Investor wishes to subscribe under this clause 10.4, which may be less than its entitlement hereunder. Notwithstanding the foregoing, in the event the Company proceeds with a registered direct offering., the following shall apply:

Participation Right. Following (a) If the earliest occurrence of Company issues any IssuanceCommon Shares or Subject Securities other than pursuant to an Exempt Issuance (any such issuance, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b"Subsequent Offering"), and then the Company shall promptly, and, in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) within three Business Days following the delivery public announcement of such noticeSubsequent Offering, provide a written notice (the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice "Subsequent Offering Notice") to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priorityInvestor setting out: (i) first, equity interests that the Purchaser number of Common Shares or Alipay, Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering at the time and the total number of Common Shares and Subject Securities issued and outstanding as applicable, proposes to offer for its own accountof the close of business on the Business Day immediately preceding the Subsequent Offering Notice; (ii) secondthe material terms and conditions of any Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering at the time, equity interests that including any term sheets or offer sheets, if any; (iii) to the Seller and its Subsidiaries have committed extent known, the subscription price per Common Share or Subject Security issued or to sell be issued in connection with the offeringSubsequent Offering; and (iiiiv) thirdthe proposed closing date for the issuance of Common Shares or Subject Securities to the Investor, any equity interests that assuming the Investor exercises its Participation Rights, which closing date shall be the later of (A) 10 days following the date of the Subsequent Offering Notice, (B) the closing date set for the Subsequent Offering, (C) if shareholder approval is required under Applicable Laws for the Company to complete the issuance of Common Shares or Subject Securities to the Investor pursuant to its exercise of its Participation Rights, the Business Day following receipt of such shareholder approval, or (D) such other equityholders have requested to be sold in such offeringdate as the Company and the Investor may agree.

Participation Right. Following the earliest occurrence of any IssuanceIssuance Closing, if the Purchaser proposes to effect the Purchaser Qualified IPO or Alipay proposes to effect the Alipay Qualified IPO, the Purchaser or Alipay, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and in any event not less than thirty (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (15) Business Days following the delivery of such notice, the Seller may, at the sole discretion of the Alibaba Independent Committee, by notice to the Purchaser or Alipay, as applicable, irrevocably commit to sell a number of equity interests of the Purchaser or Alipay up to the number of equity interests the Seller and its Subsidiaries own directly in the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in such notice; provided, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith shall have advised the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offering.

Participation Right. Following In the earliest occurrence of any Issuance, if the Purchaser proposes event a registration demand is made pursuant to effect the Purchaser Qualified IPO Section 2(a)(i) or Alipay proposes to effect the Alipay Qualified IPOSection 2(a)(ii) above, the Purchaser or AlipayCompany shall promptly, as applicable, shall give the Seller written notice of its intent to do so as soon as reasonably practicable, at a time leaving the Seller a reasonable opportunity to comply with any applicable Law in connection with its exercise of the right described in this Section 9.8(b), and but in any event not less no later than thirty two (30) Business Days prior to the contemplated publication or public filing of the prospectus for such offering. Within fifteen (152) Business Days following the delivery 2011 Demand Date send a written notice to each of the Holders of 2013 Registrable Securities indicating that such registration demand has been made and in reasonable detail any material information relating to the desired offering known to the Company at such time. Each Holder of 2013 Registrable Securities shall have ten (10) Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, the Seller mayCompany shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder. If, at in connection with any underwritten public offering for the sole discretion account of the Alibaba Independent CommitteeHolders of 2011 Registrable Securities, by notice the managing underwriter(s) thereof shall impose in writing a limitation on the number of shares of Common Stock which may be included in a registration statement because, in the good faith judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made first, to the Purchaser or Alipay2013 Registrable Securities pro rata amongst the Holders thereof seeking to include 2013 Registrable Securities in such registration statement, as applicable, irrevocably commit to sell a number of equity interests of Purchaser or Alipay up in proportion to the number of equity interests 2013 Registrable Securities sought to be included by such Holders of 2013 Registrable Securities and second, to the Seller and its Subsidiaries own directly 2011 Registrable Securities pro rata amongst the Holders thereof seeking to include 2011 Registrable Securities in such registration statement, in proportion to the Purchaser or Alipay, as applicable, and the Purchaser or Alipay, as applicable, shall include in the Purchaser Qualified IPO or the Alipay Qualified IPO, as applicable, such number of equity interests as specified in 2011 Registrable Securities sought to be included by such noticeHolders of 2011 Registrable Securities; provided, however, that if the managing underwriter of such Purchaser Qualified IPO or Alipay Qualified IPO, as applicable, in good faith Company shall have advised not exclude any Registrable Securities unless the Purchaser or Alipay, as applicable, that, in its opinion, the inclusion in the offering Company has first excluded all securities sought to be offered on account of the number of equity interests committed to be sold by the Seller in accordance with this Section 9.8(b) would adversely affect the price or success of the offering, the Purchaser or Alipay, as applicable, shall include in the offering only such number of equity interests as the Purchaser or Alipay, as applicable, is advised can be sold in such offering without such an effect provided that Company and any reduction in equity interests to be included in the offering shall be effected in the following order of priority: (i) first, equity interests that the Purchaser or Alipay, as applicable, proposes to offer for its own account; (ii) second, equity interests that the Seller and its Subsidiaries have committed to sell in the offering; and (iii) third, any equity interests that other equityholders have requested to be sold in such offeringnon-Registrable Securities.