SERIESAPREFERREDSHAREPURCHASEAGREEMENT

1、SERIES A PREFERRED SHARE PURCHASEAGREEMENTThis SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this“Agreement ” ) is made and entered into on by and among:1. , an exempted compa ny orga ni zed and existi ng un der the Lawsof the Cayman Islands (the“ Company ),2. , a compa ny duly in corporated un der t

2、he Laws of Hong Kong(the “ HK Compa ny),3. , a compa ny established un der the Laws of the PRC (the“ Domestic Company ”)，4. each of the individuals and their respective holding companies listed on Schedule I attached hereto (each such in dividual, a“ Prin cipal ” and collectively, thePrin cipals” ,e

3、ach such hotrimpgany, aHolding Company ” and collectively, theHolding Companies ” ); and5. the Pers on listed on Schedule II hereto, together with its successor and permittedassign and transferee (the“Investor ” );Each of the parties to this Agreeme nt is refeid to herein in dividually as a“ Partyan

4、d collectively as the“ Parties ”.RECITALSA. The Compa ny holds 100% equity in terest of the HK Compa ny. The HKCompany is in the process of establishing a foreign-invested enterprise in the PRC to be wholly owned by it (the“ WFO” ).B. The Domestic Compa ny has bee n en gaged in (the“ Busin ess ” ).C

5、. The Compa ny seeks expa nsion capital to grow the Bus in ess and, corresp ondin gly, seeks to secure an investment from the Investor, on the terms and conditions set forth herei n.D. The Parties desire to en ter into this Agreeme nt and make the respective represe ntati ons, warra nties, cove nant

6、s and agreeme nts set forth herein on the terms and con diti ons set forth here in.WITNESSETHNOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises here in after set forth, and other good and valuable con siderati on, the receipt and sufficie ncy of which are hereby ack no w

7、ledged, the Parties intending to be legally bound hereto hereby agree as follows:1. Definitions.1.1 The following terms shall have the meanings ascribed to them below:“ Accounting Standards ” means generally accepted accounting principles in the PRC, applied on a consistent basis.“ Action ” means an

8、y charge, claimio,na,cctomplaint, petition, investigation, appeal, suit, litigation, grievance, inquiry or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in equity, or otherwise under any applicable Law, and whether or not before any mediator, arbitrator o

9、r Governmental Authority. “ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of the Investor, the term“ Affiliate ” also includes (v) any shareholder of the Investor, (w) an

10、y of such shareholder's or the Investor' s gepartners or limited partners, (x) the fund manager managing or advising such shareholder or the Investor (and general partners, limited partners and officers thereof) and other funds managed or advised by such fund manager, (y) trusts Controlled b

11、y or for the benefit of any such Person referred to in (v), (w) or (x), and (z) any fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by the Investor or any of its shareholder or its shareholder ' s general partner or fund manager.“

12、Ancillary Agreements ” means, collectively, the Shareholders Agreement, the Share Restriction Agreement, the Management Rights Letter and the Indemnification Agreement, each as defined herein.“ Associate ” means, with respect to any Person, (1) a corporation or organization (other than the Group Com

13、panies) of which such Person is an officer or partner or is, directly or indirectly, the record or beneficial owner of ten (10) percent or more of any class of Equity Securities of such corporation or organization, (2) any trust or other estate in which such Person has a substantial beneficial inter

14、est or as to which such Person serves as trustee or in a similar capacity, or (3) any relative or spouse of such Person, or any relative of such spouse.“ Benefit Plan ” means any employment Contract, deferred compensation Contract, bonus plan, incentive plan, profit sharing plan, mandatory provident

15、 scheme, occupational retirement scheme, retirement Contract or other employment compensation Contract or any other plan which provides or provided benefits for any past or present employee, officer, consultant, and/or director of a Person or with respect to which contributions are or have been made

16、 on account of any past or present employee, officer, consultant, and/or director of such a Person.“ Board ” or “ Board of Directors” means the board of directors of the Company.“ Business Day ” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are re

17、quired or authorized by law to be closed in the Cayman Islands, the PRC or Hong Kong.“ CFC” means a controlled foreign corporation daesfined in the Code.“ Charter Documents ” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or r

18、egistration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar

19、or other constitutive, governing, or charter documents, or equivalent documents, of such entity.“ Circular 37 ” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment andFinancing and Round Trip In vestme nt via Overseas

20、 Special Purpose Compa niel£(于境内居民通过境外特殊目的公司境外投融资及返程投资外汇管理有关问题的通知) issued by SAFE on July 4, 2014, as amended from time to time.“Code” means the United States Internal Revenue Code of 1986, as amended. “Company Owned IP” means all Intellectual Property odwnbey, purported to be owned by, or excl

21、usively licensed to, the Group Companies.“Company Registered IP ” means all Intellectual Property for which registrations are owned by or held in the name of, or for which applications have been made in the name of, any Group Company.“Consent” means any consent, approval, authorization, release, wai

22、ver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.“Contract ” means a contract, agreement, indenture, note, bond, loan, instrument, leas

23、e, mortgage, franchise, license, commitment, purchase order, and other legally binding arrangement, whether written or oral.“Control ” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whe

24、ther through the ownership of voting securities, by Contract or otherwise;provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting

25、of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “ Controlled ” and “ Controlling ” have meanings correlative to the foregoing.“ Control Documents ” means the following contracts: (i) ExcluTseicvhenolo

26、gy and Consulting Service Agreement (独家技术和咨询服务协议 ) to be entered into by andbetwee n the WFOE and the Domestic Compa ny, (ii) Exclusive Optio n Agreeme nt 独家购买权协议 ) to be entered into by and among the WFOE, the Domestic Companyand the equity holders of the Domestic Company, (iii) Shareholders Voting

27、 RightsProxy Agreement (股东表决权委托协议 ) to be entered into by and the among theWFOE, the Domestic Company and the equity holders of the DomesticCompany, (iv) Equity Pledge Agreement (股权质押合同 ) to be entered into by and among the WFOE, the Domestic Company and each equity holder of the Domestic Company, a

28、nd (v) Spouse Consent Letter配偶同意书)to be signed by the spouse of each natural person equity holder of the Domestic Company, each of which shall be in the forms attached hereto as Exhibit C.“Conversion Shares ” means Ordinary Shares issuable upon conversion of any Shares. “Environmental, Health and Sa

29、fety Laws” means any and all applicable Laws that: (i)relate to the pollution or protection of the environment (including air; surface water; groundwater and water in pipe, drainage or sewerage systems; land surface or sub-surface strata); (ii) prohibit, regulate, or control any Hazardous Material o

30、r any Hazardous Material Activity; or (iii) relate to the health or safety of employees, workers, occupiers, invitees or other Persons.“Equity Securities ” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, o

31、wnership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for

32、 any of the foregoing.“FCPA” means Foreign Corrupt Practices Act of the United States of America, as amended from time to time.“Governmental Authority” means any government of any nation, federation, provinceor state or any other political subdivision thereof, any entity, authority or body exercisin

33、g executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbi

34、trator, and any self-regulatory organization.“ Governmental Order ” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the su

35、pervision of any Governmental Authority.“ Group Company” means each of the Company, the HKmCpaony, the Domestic Company, and upon its formation, the WFOE, together with each Subsidiary of any of the foregoing, and“ Group” refers to all of Group Companies collectively.“ Hazardous Materials ” means an

36、y radioactive, infectious, flammable, toxic or hazardous substance, chemical, material, waste, pollutant, or contaminant which poses a present or potential hazard to human health and safety or to the environment, including without limitation (i) those chemicals, substances, materials and wastes defi

37、ned as “ hazardous substances ” or “ hazardous waste ” prohibited or regulated under any Environmental, Health and Safety Laws; and (ii) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transforme

38、rs or other equipment that contain dielectric fluid containing polychlorinated biphenyls, radon gas, and toxic mold.“ Hazardous Material Activity” means the transportation, transfer, recycling, storage,use, labeling, treatment, manufacture, removal, disposal, remediation, Release, exposure of others

39、 to, sale, distribution, import, or export of any Hazardous Materials or any product containing Hazardous Materials.“ Hong Kong” means the Hong Kong Special Administrative Rioengof the PRC.“ Indebtedness ” of any Person means, without duplication, each of the following of such Person: (i) all indebt

40、edness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety b

41、onds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced that are incurred in connection with the acquisition of properties, assets or businesses, (v) all indebtedness created or arising under any condit

42、ional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to reposs

43、ession or sale of such property), (vi) all obligations that are capitalized (including capitalized lease obligations), (vii) all obligations under banker' sacceptance, letter of credit or similar facilities, (viii) all obligations to purchase,redeem, retire, defease or otherwise acquire for valu

44、e any Equity Securities of such Person, (ix) all obligations in respect of any interest rate swap, hedge or cap agreement, and (x) all guarantees issued in respect of the Indebtedness referred to in clauses (i) through (ix) above of any other Person, but only to the extent of the Indebtedness guaran

45、teed.“ Indemnifiable Loss ” means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty or settlement of any kind or nature imposed on or otherwise incurred or suffered by such Person, including with

46、out limitation, reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement and Taxes payable by such Person by reason of the indemnification.“ Intellectual Property” means any and a

47、ll (i) patents, patent rights and applicationstherefor and reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registe

48、red and unregistered copyrights, copyright registrations and applications, mask works and registrations and applications therefor, author' s rights and works ofauthorship (including artwork, software, computer programs, source code, object code and executable code, firmware, development tools, f

49、iles, records and data, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications, proprietary data, customer lists, databases, proprietary processes, technology, formulae,

50、 and algorithms and other intellectual property, (vi) trade names, trade dress, trademarks, domain names, service marks, logos, business names, and registrations and applications therefor, and (vii) the goodwill symbolized or represented by the foregoing.“ Key Employee ” means all employees of the G

51、roup Companies listed on Schedule IV.“ Knowledge ” means, with respect to the Warrantors, the actual knowledge of any of the Principals or Key Employees, and that knowledge which should have been acquired by each such individual after making such due inquiry and exercising such due diligence as a pr

52、udent business person would have made or exercised in the management of his or her business affairs, including but not limited to due inquiry of all officers, directors, employees, consultants and professional advisers (including attorneys, accountants and auditors) of the Group and of its Affiliate

53、s who could reasonably be expected to have knowledge of the matters in question, and where any statement in the representations and warranties hereunder is expressed to be given or made to a Person ' s Knowledge, or so far as a party is aware, or is qualified in some other manner having a simila

54、r effect, the statement shall be deemed to be supplemented by the additional statement that such party has made such due inquiry and due diligence.“Law” or “ Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common

55、law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, any Governm

56、ental Authority, in each case as amended, and any and all applicable Governmental Orders.“ Liabilities” means, with respect to any Person, all liabilities, obligations andcommitments of such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.“

57、Lien ” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by Contract, understanding, law, equity or otherwise.“ Management Rights Le

58、tter ” means the Management Rights Letter to be issued by the Company to the Investor or its designated Affiliate on or prior to the Closing, which shall be in form and substance reasonably satisfactory to the Investor.“ Material Adverse Effect mean”s any (i) event, occurrence, fact, condition, chan

59、ge or development that has had, has, or could reasonably be expected to have, individually or together with other events, occurrences, facts, conditions, changes or developments, a material adverse effect on the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects, assets or liabilities of the Group taken as a whole, (ii) material impairment of t