Reassignment clause samples

(d) Notwithstanding the foregoing, the Transferor may, for administrative convenience, remove from the Account Schedule Accounts for which the financing has been terminated and that have an outstanding balance of zero without delivering a Redesignation Notice, Additional Account Schedule or a Reassignment. The Transferor (or the Servicer) will reflect such removals on each Account Schedule delivered pursuant to Section2.1(d).

Table of Contents account the effects of the Reassignment) using years ended December31, 2020 through December31, 2024, based on financial projections prepared by DouYu’s management, which are described in this proxy statement/prospectus in the section titled “Special Factors—Certain Financial Forecasts” beginning on page 90. Citigroup then calculated a range of terminal value of DouYu (after taking into account the effects of the Reassignment) at the conclusion of the projection period ending 2024 by applying a range of multiples from 10.0x to 12.2x to the projected EBITDA of DouYu (after taking into account the effects of the Reassignment) in the terminal year, based on financial projections prepared by DouYu’s management. The range of multiples was selected based on the 2021E Firm Value/Adjusted EBITDA multiples of the selected companies. The present value of such cash flows and terminal values were then calculated assuming a valuation date of September30, 2020, and using discount rates ranging from 11.0% to 12.8% based on Citigroup’s professional judgment and experience, to reflect the weighted average costs of capital, referred to as the WACC, of DouYu. The calculation of the present value of the projected unlevered, after tax free cash flows and the range of terminal values indicated an estimated firm value for DouYu of $3,885million to $4,784million. Based on this estimated firm value range, Citigroup estimated the range of implied adjusted equity value of DouYu to be $4,610million to $5,510million by adding the cash and cash equivalents and long-term investments of DouYu and subtracting non-controlling interests in companies consolidated by DouYu, the DouYu Closing Dividend and the consideration for the Reassignment. Based on the foregoing, the discounted cash flow analysis indicated an implied adjusted equity value reference range of $138.2 to $165.1 per DouYu Share (calculated on a fully diluted basis).

Section2.1 Closing of the Reassignment. Subject to the satisfaction of the conditions set forth in ArticleVIII or the waiver thereof in accordance with the terms of this Agreement, unless otherwise mutually agreed in writing between the Parties, the closing of the Reassignment (the “Closing”) will take place electronically substantially concurrently with the closing of the Merger, or in the event the condition provided in Section8.1(a) is waived by Tencent and DouYu, on the third (3rd) Business Date after all other conditions set forth in ArticleVIII have been satisfied or waived in accordance with the terms of this Agreement, or such other date as may be otherwise agreed by the Parties. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date”.

Table of Contents regulatory or accounting advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of DouYu, Huya and the Acquired Business and their legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory or accounting matters. We have also not made any assessment with regard to the holding or organizational structure of DouYu, Huya or the Acquired Business, including their validity or risks. We express no opinion with respect to the fairness of the amount or nature of the compensation to any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, relative to the consideration to be received by the holders of the Ordinary Shares and the DouYu ADSs in the Merger or otherwise or with respect to the underlying decision by DouYu to engage in the Merger or the Reassignment. We have not been requested to make, and have not made, any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of DouYu, Huya or the Acquired Business, or concerning the solvency or fair value of DouYu, Huya or the Acquired Business, nor have we been furnished with any such valuations or appraisals. Our opinion is necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events or circumstances occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

5.Amendment of the Agreement. The Agreement is hereby amended to provide that all references therein to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Agreement as supplemented by this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms and covenants and conditions of the Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its terms.

Section 6.Ratification of Agreement. The Agreement is hereby amended to provide that all references therein to the “Second Amended and Restated Transfer and Servicing Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a reference to the Second Amended and Restated Transfer and Servicing Agreement as supplemented by this Reassignment. As supplemented by this Reassignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.