【正文】 rsons acting in concert, under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Company immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding capital stock of the Company or the acquiring Person immediately following such transaction, or (c) a merger, consolidation, amalgamation, recapitalization, reclassification, reanization or similar business bination transaction involving the Company under circumstances in which holders of a majority in voting power of the capital stock of the Company immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding capital stock of the Company, or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. “ Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. “ Selling Expenses” means all underwriting discounts and selling missions applicable to the sale of Registrable Securities pursuant to this Agreement. “ Senior Manager” means, with respect to any Group Company, the chief executive officer of such pany and any member of management reporting directly to the board of directors or chief executive officer, managing director, chairman or legal representative of such pany. “ Sequoia Representative” has the meaning set forth in Section (a) of this Agreement. “ Series A Shares” means Series A redeemable convertible preferred shares of the Company. “ Shares” means any Ordinary Shares or Preferred Shares. “ Shareholders” means the holders of Shares, and “ Shareholder” means any one of them. “ SIG Representative” has the meaning set forth in Section (a) of this Agreement. “ Stock” has the meaning set forth in Section of this Agreement. 6 “ Subsidiary” means, with respect to any Person that is not an individual, any corporation, partnership, or other entity, Controlled by such Person. “ Transaction Documents” has the meaning set forth in the Subscription Agreement. “ Transfer Notice” has the meaning set forth in Section of this Agreement. “ Transferring Shareholder” has the meaning set forth in Section of this Agreement. “ Underwriter’ s Representative” has the meaning set forth in Section (a) of this Agreement. Interpretation. In this Agreement, unless otherwise specified: (a) the headings and subheadings are inserted for convenience only and shall not affect the construction of this Agreement。 (e) any reference to a Person (including any Party) in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any governmental entity, any Person succeeding to any of its functions and capacities。 (b) within 30 days after the end of each fiscal quarter of the Group, an unaudited consolidated quarterly ine statement, balance sheet and cash flow statement of the Group, quarterly management review reports detailing certain operational performance indicators of the Group and a prehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a monthtomonth basis for the uping fiscal year in a format acceptable to a majority of the Investors。 (f) copies of all documents or other information sent by any Group Company to any shareholder of any Group Company。 and (ii) deliver to each Investor Representative a copy of the policy documents in relation to such insurance. (b) The Company shall indemnify and hold harmless each Investor Representative and his alternate, to the fullest extent permissible by law, from and against all liabilities, damages, actions, suits, proceedings, claims, costs, charges and expenses suffered or incurred by or brought or made against such Investor Representative or his alternate as a result of any act, matter or thing done or omitted to be done by him in good faith in the course of acting as a Director or alternate Director, as applicable, of the Company, by delivering to such Investor Representative or his alternate, at the time of appointment as a Director or an alternate Director, a deed of indemnity duly executed by the Company substantially in the form attached hereto as EXHIBIT A. 4. Right of Participation. 9 Right of Participation and Right of Oversubscription With Respect to New Securities. Subject to the provisions of Sections and , the Company grants to each Investor the right of participation (the “ Right of Participation”) to purchase its Pro Rata Share of New Securities which the Company may, from time to time, propose to allot and issue and the right of oversubscription if any other Investor elects not to purchase its Pro Rata Share of such New Securities (the “ Oversubscription Right”). The Company shall offer to the Investors for subscription their Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities. The New Securities which have not been accepted for subscription by the Investors who fail to exercise their rights of participation or fail to plete the purchase of their Pro Rata Shares shall first be offered to the Investors who have exercised their Oversubscription Rights within the Issuance Notice Period pro rata to the number of additional New Securities which such Investors have agreed to take up above their Pro Rata Shares provided that no Investor shall be obliged to purchase more New Securities above its Pro Rata Share