【正文】 17 7. Demand Registration 21 8. Piggyback Registration 24 9. Expenses of Registration 26 10. Termination of Registration Rights 27 11. Registration Procedures and Obligations 27 12. Information Furnished by Holder 28 13. Indemnification 28 14. LockUp or Market Standoff 31 15. NoAction Letter or Opinion of Counsel in Lieu of Registration。 Management 8 4. Right of Participation 9 5. Right of First Refusal。 4 Exhibit Dated September 27, 2020 COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS’ AGREEMENT PAUL, HASTINGS, JANOFSKY amp。 WALKER 22nd Floor Bank of China Tower 1 Garden Road Hong Kong TABLE OF CONTENTS 1. Definitions and Interpretation 1 2. Financial Statements and Reports and Information and Inspection Rights 7 3. Election of Directors。 CoSale Right 11 6. Representations and Warranties。 Conversion of Preferred Shares 32 16. Reports Under the Exchange Act 33 17. Transfer of Rights 33 18. Legend。 2. Growing Rich Limited a limited liability pany incorporated in Hong Kong (“ Growing Rich”)。 4. Chongqing Country Style Cooking Restaurants Chain Co., Ltd. a domesticfunded enterprise established under PRC laws with limited liability (the “ Founder Co”)。 6. ZHANG Xingqiang (PRC ID No. 110103196601100910) (together with LI Hong, the “ Founders”, and each a “ Founder”)。 and 8. Sequoia Capital China II, ., an exempted limited partnership registered in the Cayman Islands (“ Sequoia”). (the foregoing parties collectively, the “Parties”, and each a “Party”). RECITALS A. The Parties entered into a Subscription Agreement dated as of September 26, 2020 (the “Subscription Agreement”), pursuant to which the Company issued and the Investors subscribed 24,000,000 Series A Shares of the Company. B. In connection with the issuance and subscription of the Series A Shares of the Company, the Parties desire to enter into this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Definitions and Interpretation Definitions. For purposes of this Agreement the following terms have the following meanings: “ Adherence Deed” means an adherence deed i n the form attached hereto as EXHIBIT B. “ Affiliate” means, in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under mon Control with, such Person, and in the case of an Investor shall include (a) any Person who holds Shares as a nominee for such Investor, (b) any shareholder of such Investor, (c) any entity or individual which has a direct and indirect interest in such Investor (including, if applicable, any general partner or limited partner) or any fund manager thereof, (d) any Person that directly or indirectly Controls, is Controlled by, under mon Control with, or is managed by such Investor or its fund manager, (e) the relatives of any individual referred to in (c) above, and (f) any trust Controlled by or held for the benefit of such individuals. “ Agreement” has the meaning set forth in the preamble to this Agreement. “ Blue Sky” means the laws or statutes of any state of the U nited States of America or any other jurisdiction regulating the sale of corporate securities within that state or jurisdiction. “ Board” means the Company’s board of Directors as constituted from time to time. “ Business Day” means any d ay, excluding Saturdays and Sundays, on which banks in Hong Kong, Chongqing, PRC, and the State of New York, . are generally open for business. “ Commission” means the United States Securities and Exchange Commission, as constituted from time to time, or any successor agency charged with administering the Securities Act and/or the Exchange Act. “ Compulsory Payment Amount” has the meaning set forth in the Memorandum of Association and Articles of Association of the Company. “ Control” with respect to any third Person shall be deemed to exist in favor of any Person (a) when such Person holds at least 20 per cent. of the outstanding voting securities of such third Person and no other Persons owns a greater number of outstanding voting securities of such third Person or (b) over other members of such Person’s immediate family. Immediate family members include, without limitation, a Person’s spouse, parents, children, siblings, mother inlaw and fatherinlaw and brothers and sistersinlaw. The terms “ Controlling” and “ Controlled” have meanings correlative to the foregoing. “ CoSale Investors” means Investors exercising the Co Sale Right, and CoSale Investor means any one of them. “ CoSale Right” has the meanin g set forth in Section of this Agreement. “ CoSale Ratio” with respect to a Co Sale Investor, means the ratio of (a) the number of Ordinary Share Equivalents owned by such CoSale Investor on the date of the Transfer Notice to (b) the total number of Ordinary Share Equivalents owned by the Transferring Shareholder and all the CoSale Investors on the date of the Transfer Notice. “ Covenantors” means the Group Companies and the Founders, and “ Covenantor” means any of them. 2 “ Damages” has the meaning set forth in Section of this Agreement. “ Directors” means the directors of the Company, and “ Director” means any one of them. “ ESOP” means the stock incentive plan of the Company approved from time to time in accordance with this Agreement and the