Common use of Actions Under the Merger Agreement Clause in Contracts

Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that the Closing Conditions have been satisfied and, assuming such satisfaction, determining to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors(a) Subject to Section 1.2 hereof, by mutual agreementthe Lead Investors and Xx. Xxx Xxxxxx Xxxxx (“Xx. Xxxxx” or the “Founder”), shall have the right to acting jointly, may cause HoldCo, Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including (a) any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Lead Investors and Xx. Xxxxx may not cause Parent and Merger Sub to amend the Merger Agreement in a way that has an impact on any Investor or Beneficial Owner that is different from the impact on the other Investors and Beneficial Owners in a manner that is materially adverse to such Investor or Beneficial Owner without such Investor’s or Beneficial Owner’s written consent. Parent shall not, and the Investors and the Beneficial Owners shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfaction, determining to close the Merger, (b) waiving waive compliance with any covenants, agreements agreement or the Closing Conditions contained condition in the Merger Agreement (including any Closing Condition), amend or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend modify the Merger Agreement without or determine to close the prior written consent of each of Merger unless such action has been approved in advance in writing by the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Xx. Xxxxx. Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agree not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, from and after the time YFC or Alibaba becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be deemed a “Failing Investor”, and its/his approval or consent rights shall be restored as of the date such previously Failing Investor funds its/his Equity Commitment. (b) The Parties agree that YFC shall be primarily responsible for (A) negotiating with the Special Committee and coordinating with other Investors and Beneficial Owners, in each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders case with respect to the Support AgreementTransactions, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (iiB) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then implementing the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”)Transactions; provided, that such termination YFC shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) seek Alibaba’s and Xx. Xxxxx’x consent and consult with the Company’s rights or remedies under other Parties on the Merger Agreement or terms of the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement documentation with respect to the Failing Investor’s failure Transactions, (ii) share with the other Parties all drafts of the Transactions related documents, and (iii) inform the other Parties of the status of discussions and negotiations with the Special Committee. Subject to fund the foregoing, the Parties shall cooperate and proceed in good faith to facilitate YFC to negotiate and consummate the Transactions (including without limitation negotiating any amendments or any supplements to the Merger Agreement, Interim Documents and other action or inactiondefinitive documents in respect of the Transactions) with the Special Committee. (c) The Parties shall, and shall cause their respective Affiliates to, comply with the covenants applicable to “Buyer Group Parties” under the Merger Agreement, including without limitation, Sections 5.02, 6.01, 6.08, 6.11 and 6.18 thereunder.

Actions Under the Merger Agreement. 3.1.1 The SponsorsSubject to Section 1.7 hereof, by mutual agreement, shall have the right to Requisite Investors (as defined below) may cause Parent or Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective its obligations, satisfy their respective its closing conditions or exercise their respective its rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including (a) any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfaction, determining to close the Merger, (b) waiving waive compliance with any covenants, agreements agreement or the Closing Conditions contained condition in the Merger Agreement (including any Closing Condition), amend or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend modify the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining determine to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising Merger unless such action has been approved in connection with the transactions contemplated advance in writing by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Requisite Investors. Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agrees not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers and entering into amendments, unless such actions are in accordance with respect to any Equity Commitment Letter, or Support Shareholders with respect to this Agreement. For the Support purposes of this Agreement, as applicable, validly waived and “Requisite Investors” shall mean the Closing is required to occur pursuant to Section 7 Investors representing at least seventy-five percent (75%) of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement aggregate Commitments, as determined without taking into account (i) any Failing Investor (as defined below) and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Rollover Commitments or stand ready, willing and able related to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction Company Share Awards. Notwithstanding any provision of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fundthe contrary, including those set forth in Sections 3.1, 3.2 from and 5.3 hereof. If after the time an Investor becomes a Failing InvestorInvestor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be entitled to any deemed a “Failing Investor”, and its/his approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount restored as of the date such previously Failing Investor’s portion of the Equity Investor funds its/his Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, shall have the right to Requisite Investors may cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or and Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights or satisfy the closing conditions under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 8.01, 8.02 and 8.03 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Notwithstanding the preceding sentence or any other provision in the Merger Agreement, the Equity Commitment Letter, the Limited Guarantees, or the Rollover Agreement, (ai) determining Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfactionwaive any Closing Condition, determining to close the Merger, (b) waiving compliance with any covenants, agreements amend or the Closing Conditions contained in modify the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining determine to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising Merger unless such action has been approved in connection with the transactions contemplated advance in writing by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination Requisite Investors. Each of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agrees not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers or entering into amendments, unless such actions are in accordance with respect to any Equity Commitment Letter, or Support Shareholders with respect to this Agreement. For the Support purposes of this Agreement, as applicable“Requisite Investors” shall mean all of the Investors. For the avoidance of doubt, validly waived and the parties to this Agreement expressly agree that no waiver of any Closing is required Condition or amendment to occur pursuant to Section 7 of the Merger Agreement and funding of shall be binding on the Commitments are required to occur pursuant to Section 2 of Requisite Investors unless each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) such Requisite Investor shall have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts consented in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval waiver or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investoramendment. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 2.1.1 The Sponsors, by mutual agreement, shall have the right to Requisite Investors may cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement or any other action with respect to the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.01 and 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement, including (a) determining that any Closing Condition, amending or modifying the Closing Conditions have been satisfied and, assuming such satisfaction, Merger Agreement and determining to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, however, that the Sponsors Requisite Investors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall to amend the Merger Agreement in a way that by its terms has an impact, economic or otherwise, on any Investor that is disproportionate to the impact, economic or otherwise, on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent and Merger Sub shall not, and the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause permit Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided determine that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a)Closing Conditions have been satisfied, waive compliance with any agreement or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising condition in connection with the transactions contemplated by the Merger Agreement, including any Closing Condition, amend or modify the Equity Commitment LettersMerger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent and Merger Sub agree not to take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement. 2.1.2 Notwithstanding anything to the contrary in Section 2.1.1, the Requisite Sponsor Investors may, without the consent of the Founder but subject in all respects to the applicable terms and conditions set forth in the Merger Agreement, (fa) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In thereto or (b) cause Parent to terminate the Merger Agreement pursuant to Section 8.02 or Section 8.04 thereof in the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of has not been terminated prior to the Commitments are required 30th day following the date on which Parent was first entitled to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation Merger Agreement thereunder; provided that the Requisite Sponsor Investors shall consult in good faith with the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness Founder prior to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of causing Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following to take any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation actions specified in the transactions foregoing clauses (a) and (b). Parent and Merger Sub shall not, and the funding of the Funding Investor’s portion of the Equity Commitments Investors shall not permit Parent and Merger Sub to, take any action specified in the manner set forth above shall not affect, alter or impair foregoing clauses (ia) and (b) unless such action has been approved in advance in writing by the Company’s rights or remedies under Requisite Sponsor Investors (after consulting in good faith with the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inactionFounder).

Actions Under the Merger Agreement. 3.1.1 The Sponsors2.1.1. Subject to Section 2.4 below and this Section 2.1, by mutual agreementthe Lead Investor, acting reasonably, shall have the right sole power, authority and discretion to cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or and Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights and remedies under the Merger Agreement, including including: (ai) determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (ii) enforcing any agreements and conditions contained in the Merger Agreement, including the Closing Conditions, and (iii) determining to close the Merger or terminate the Merger Agreement; provided, however, that the Lead Investor shall not permit or cause Parent and Merger Sub to amend, supplement or modify the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s prior written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfaction, determining to close the Merger, (b) waiving waive compliance with any covenantsagreement or condition in the Merger Agreement, agreements including any Closing Condition, amend or the Closing Conditions contained in modify the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining determine to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising Merger unless such action has been approved in connection with the transactions contemplated advance in writing by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Lead Investor. Parent and Merger Mxxxxx Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agree not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers or entering into amendments, unless such actions are in accordance with respect this Agreement. 2.1.2. In the event that (i) the Lead Investor determines that the Closing Conditions are satisfied or validly waived, subject to any Equity Section 2.4 below, and an Investor fails to fund its Commitment Letter, or Support Shareholders in accordance with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts indicates in writing its unwillingness to fund its Commitment in accordance with the Support Agreement, or (ii) an Investor commits a material breach of this Agreement or the Support Agreement, which results in the Closing not occurring when required it otherwise would have occurred pursuant to do so the Merger Agreement, as applicable (any a Failing Investor” and such Investorfailure or unwillingness to fund or material breach, a “Failure Breach”), Parent and Merger Sub, by action of the Lead Investor or the Majority-in-Interest of the Investors (in the case of the Lead Investor being a Failing Investor) or the Majority Institutional Investors (in the case of the Lead Investor being a Failing Investor, if the Majority-in-Interest of the Investors fail to Fund designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of the relevant Breach) (in each case, a “Determining Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure Transactions of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”)Investor; provided, that such termination shall not affect Parent’s or the Funding Investors’ or non-breaching Investors’ Company’s rights against such Failing Investors Investor under such Failing Investors’ this Agreement, the Equity Commitment Letter or the Support Agreement, as applicable, including under Sections 2.3 and 4.8 hereof with respect to such a failure to fund; provided, further, that if the Lead Investor does not fund its Commitment in accordance with the Equity Commitment Letter or the Support Agreement, as applicable, or under that indicates unwillingness to fund its Commitment in accordance with the Equity Commitment Letter or the Support Agreement, or that commits a material breach of this Agreement, the Equity Commitment Letter, or the Support Agreement, as applicable, which results in the Closing not occurring when it otherwise would have occurred pursuant to the Merger Agreement, as applicable, then a Majority-in-Interest of the Investors may designate the Lead Investor a Failing Investor by notice in writing to the Lead Investor; provided, further, that, in the event of such Breach by the Lead Investor, if the Majority-in-Interest of the Investors fail to designate the Lead Investor as a Failing Investor by notice in writing to the Lead Investor within 5 Business Days upon the occurrence of such Breach, the Majority Institutional Investors shall have the right to designate the Lead Investor as a Failing Investor. 2.1.3. Notwithstanding any of the provisions hereof to the contrary, the Determining Investor may replace any Failing Investor’s Commitment in their discretion by notice in writing to such Failing Investor so long as the Determining Investor comply with Section 2.5. The Determining Investor shall notify each of the other Investors in the event of the replacement of a Failing Investor’s Commitment (including the identity of the Investor replacing the Failing Investor). 2.1.4. Notwithstanding anything in this Agreement with respect to such failure to fundthe contrary, including those set forth in Sections 3.1, 3.2 from and 5.3 hereof. If an after the time any Investor becomes a Failing Investor, such (i) in the case of the Lead Investor becoming a Failing Investor Investor, it shall no longer be entitled deemed to be the Lead Investor for purposes of exercising any rights of the Lead Investor hereunder and its approval or consent rights shall not be required for any purposes under this Agreement, and any directors instead the Majority-in-Interest of the Investors or officers the Majority Institutional Investors (if the Majority-in-Interest of Parent the Investors failed to designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of the relevant Breach by the Lead Investor) shall be entitled to exercise rights that the Lead Investor would have had had it not become a Failing Investor (including, without limitation, Sections 2.1, 2.2 or Merger Sub appointed by such Failing Investor2.3), or representing such Failing Investor, shall be removed upon such (ii) in the case of any Investor other than the Lead Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding the approval or consent of such Failing Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor be required for any purposes under this Agreement (including, without limitation, Sections 2.1, 2.2 or under 2.3) and any such provision that requires the Support Agreement with respect consent or approval of one or more of the Investors shall be deemed to require only the consent or approval of the non-Failing Investor’s failure to fund or any other action or inactionInvestor(s).

Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, shall have the right to Principal Investors acting jointly may cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub them to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 8.1, 8.2 and 8.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, terminating, amending or modifying the Merger Agreement and determining to close the Merger; provided that the Principal Investors may not cause Parent to amend the Merger Agreement (ai) determining such that the Per Share Merger Consideration or the Per ADS Merger Consideration would be less than $16 without JD’s prior written consent, or (ii) in a way that by its terms has an impact, economic or otherwise, on any Investor that is disproportionately adverse to the impact, economic or otherwise, on any other Investor without such Investor’s written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfactionwaive any Closing Condition, determining terminate, amend or modify the Merger Agreement or determine to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained unless such action has been approved in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” advance in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated writing by the Merger Principal Investors in accordance with this Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination . Each of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agrees not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers or entering into amendments, unless such actions are in accordance with respect to any Equity Commitment Letter, or Support Shareholders with respect this Agreement. Notwithstanding anything to the Support Agreementcontrary herein, as applicable, validly waived Tencent has the sole discretion to cause Parent and Merger Sub to determine whether the Closing is required to occur pursuant to conditions set forth in Section 7 8.2(e) of the Merger Agreement and funding has been satisfied, including the granting or withholding of waivers with respect thereto, without seeking the prior written consent of any of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC other Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, Each of the Investors shall have the right use its reasonable best efforts to cause Parent NewCo to comply with all covenants and agreements of NewCo under the Merger Agreement. The approval in writing (e-mail being sufficient) of each of the Investors (excluding any Withdrawing Investor if there is at least one Continuing Investor and such Withdrawing Investor’s obligations have been assumed in accordance with Section 2.3.2) (the “Requisite Investors,” provided, however, that no Investor whose breaches of this Agreement or its Equity Commitment Letter have caused or would reasonably be expected to cause the conditions to NewCo’s obligation to consummate the Merger Sub not to be satisfied shall be a Requisite Investor; and such approval, the “Requisite Investor Approval”) shall be required in order for NewCo to take any action or refrain from taking any action or make any determination under the Merger Agreement or in connection with the transactions contemplated hereby, including to (i) that is not in contravention of amend, modify, waive, supplement, terminate or inconsistent with this Agreementagree to an amendment, modification, waiver or supplement to, or termination of, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent grant any consent, waiver or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions approval contemplated or exercise their respective rights under permitted by the Merger Agreement, including (aiii) determining that terminate the Closing Conditions have been satisfied and, assuming such satisfaction, determining to close the MergerMerger Agreement, (biv) waiving compliance with waive any covenants, agreements or the condition to Closing Conditions contained specified in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent Article VII of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for each, a termination pursuant to Section 8.01(a)“Closing Condition” and, or 8.01(b)(i) or 8.01(f) of collectively, the Merger Agreement“Closing Conditions”), (dv) determining determine whether any Closing Condition has been satisfied or (vi) settle any litigation or permit NewCo to close the Transactions (as defined below), (e) controlling, directing and settling settle any shareholder-related suitlitigation, claim or proceeding (including with respect to any exercise or purported exercise of appraisal rights) arising in connection with with, or relating to, the transactions contemplated by the Merger Agreement, or . Notwithstanding the Equity Commitment Letters, and (f) solely subsequent foregoing but subject to compliance by the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection Arch Investor with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under 4.14, if following receipt by NewCo of written notice from the Support Agreement and, as a result, a Closing Condition fails Company of its intent to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal, the Arch Investor determines to increase the Merger Consideration to an amount at which the Xxxxx Investor, the Warburg Investor or both decline to participate (which such decision to proceed or decline shall be given to the Arch Investor by the Xxxxx Investor or the Equity Commitment Letters Warburg Investor within 48 hours of notification from the Arch Investor of its desire to increase the Merger Consideration in response to such Superior Proposal), the restrictions set forth herein having the effect or restricting the Arch Investor from proceeding with such an increase in the Merger Consideration will not apply to or restrict the Arch Investor from proceeding with such increase in Merger Consideration or replacing either the Xxxxx Investor (iiif the Xxxxx Investor declines to participate), the Warburg Investor (if the Warburg Investor declines to participate) or both (if both the shareholders of Parent or Xxxxx Investor and the Funding Warburg Investor decline to participate), and such declining Investor(s) shall become Withdrawing Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors(a) Subject to Key Investor Consent in the circumstances required by Sections 1.2(c) and 3.1(b), the Founders, by mutual agreementagreement and acting reasonably and in good faith, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action that is (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement and (ii) reasonably required in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions obligations or exercise their respective rights under the Merger Agreement. Parent, including (a) determining that Xxxxxx Sub and the Closing Conditions have been satisfied andFounders shall use their reasonable best efforts to keep the Key Investors informed about, assuming and reasonably cooperate with the Key Investors in connection with, the matters contemplated by the Transaction Documents. Parent, Xxxxxx Sub and the Founders shall use reasonable best efforts to consult with the Key Investors with respect to, and keep them apprised of, all material decisions, elections, actions, determinations and other matters contemplated by the Transaction Documents. To the extent reasonably practicable, Parent, Merger Sub, and the Founders shall provide the Key Investors with drafts of material Transaction Documents and communications with the Company or third parties regarding the Transactions and shall provide the Key Investors and their respective advisors with an opportunity to review and comment on such satisfaction, determining to close the Merger, Transaction Documents and communications. (b) waiving compliance with Notwithstanding anything to the contrary, including Section 3.1(a), the Founders shall cause Parent and Merger Sub not to, and Parent and Merger Sub shall not, take any covenantsof the following actions without Key Investor Consent: (i) amend, modify, provide any consent under, or waive any provision of the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements or any other material Transaction Document (including extending the Initial Outside Date under the Merger Agreement), (ii) terminate the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements or any other material Transaction Document, (iii) enter into any material agreements relating to the Transactions that have not been approved by the Key Investors at the time of the execution of the Merger Agreement (other than additional equity commitment letters on terms and subject to conditions no more favorable to such equity investor than as set forth in the Equity Commitment Letters; provided that any such equity investors shall execute a joinder to this Agreement and be subject to the terms hereof as an “Investor” for all purposes), (iv) commence or settle any Proceeding relating to the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, or the Closing Conditions contained Rollover Agreements, (v) cause Parent or Merger Sub to take any action or conduct any business other than in furtherance of the Transaction or as otherwise contemplated by this Agreement, the Merger Agreement or the Equity Commitment Letters other Transaction Documents, (as long as such waiver vi) take any action that would not be adverse and disproportionate to in breach of or would violate the Founders as compared to the Sponsors) or amendingterms of this Agreement, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed)Transaction Documents, (cvii) terminating approve the Information Statement, or (viii) file the Schedule 13E-3 with the SEC. Parent shall promptly terminate the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice 7.01(b)(i) thereof (x) when entitled to all other Lead Investors before terminating do so unless Parent receives Key Investor Consent prior to such time and (y) if Parent receives Key Investor Consent not to so terminate the Merger Agreement (except for a termination pursuant to Section 8.01(a)clause (x) above, or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining upon receiving Key Investor Consent to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of terminate the Merger Agreement and to take any other necessary actions in connection theretoafter such time. 3.1.2 (c) In the event that (x)(ii)(1) Parent enforces the Closing Conditions and all other obligations of funding under the Investors to fund their Equity Commitments in accordance with Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement 1.2 and (ii2) one or more Sponsors Investors (or their respective EC InvestorsAffiliates, as applicable) have fulfilled their Equity Commitments or stand ready, willing and able to fulfill their Equity Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may with Key Investor Consent (with the majority in interest for such purposes measured without the Capital Commitment of any non-Funding Investor) terminate the participation in the transaction of any Investor that does not fund its Equity Commitment in its entirety or asserts in writing its unwillingness to fund all or any portion of its Equity Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (yii) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement such Investor’s Equity Commitment Letter and, as a result, a Closing Condition closing condition set forth in the Merger Agreement fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may with Key Investor Consent (with the majority in interest for such purposes measured without the Capital Commitment of any breaching Investor) terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x1) or breach pursuant to clause (y2), a “Failing Investor Breach”); provided. Following any Failing Investor Breach by a Failing Investor, any Investor that is a Funding Investor may fund at its sole discretion any unpaid amount of such Failing Investor’s portion of the Equity Commitment on the same terms as the contribution made pursuant to such Funding Investor’s Equity Commitment Letter. (d) The termination of any Failing Investor’s participation in the transactions and the funding by a Funding Investor of the Failing Investor’s portion of the Equity Commitments in the manner set forth above shall not affect affect, alter or impair (i) the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under for a breach by such Failing Investors’ Investor of this Agreement (including Section 3.1, Section 3.2 and Section 5.3 hereof) or (ii) Parent’s rights or remedies under the Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement Letters with respect to such the Failing Investor’s failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. fund or any other action or inaction. (e) If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, shall have the right to Requisite Investors (as defined below) may jointly cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub them to comply with their respective obligations, satisfy their respective counterparties’ closing conditions or exercise their respective rights under the Merger Agreement, including but not limited to taking any action or refrain from taking any action with respect to (ai) increasing the Per Share Merger Consideration, (ii) determining that the conditions to closing specified in Article VIII of the Merger Agreement (the “Closing Conditions Conditions”) have been satisfied andsatisfied, assuming such satisfaction(iii) waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, (iv) amending or modifying the Merger Agreement, (v) terminating the Merger Agreement or (vi) determining to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, provided that the Sponsors may Requisite Investors shall not, and shall not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall to amend the Merger Agreement in a way that (x) (A) materially increases the Cash Investors’ payment obligations and/or payment liability or (B) by its terms has a material adverse economic impact on the Investors, in each case, without the prior written consent of each of the Lead Cash Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement case of subclause (A) of this sentence) or each of the Investors (in the case of subclause (B) of this sentence), or (y) by its terms has an impact, economic or otherwise, on any Investor that is disproportionately adverse to the impact, economic or otherwise, on any other Investor without such Investor’s prior written consent, in each case, without the prior written consent of each of the other Investors; provided, further, in the event that all the Requisite Investors (which consent shall not be unreasonably withheldare willing to agree to, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a)proceed with, or 8.01(b)(i) take any action or 8.01(f) of enter into any agreement (or, in each such case, to permit the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(ido so) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreementmatters described in clauses (i) through (vi) above and any Investor declines to agree to, each relevant EC Investor, with respect to any Equity Commitment Letterproceed with, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of take any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement action with respect to such failure to fundmatter, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, the Requisite Investors may nevertheless proceed with such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed matter by first terminating such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions Transaction (each Investor whose participation is so terminated, a “Non-Consenting Investor”, and collectively, “Non-Consenting Investors”). In such event, such Non-Consenting Investor’s Equity Commitment Letter shall terminate, or the Rollover Agreement shall terminate with respect to such Non-Consenting Investor, as applicable, and this Agreement shall terminate with respect to such Non-Consenting Investor (provided Section 1.3(c), Section 1.5, Section 1.7, Section 1.10, Section 1.11, and Article II (collectively, the “Surviving Provisions”) shall survive the termination of this Agreement with regard to any Non-Consenting Investor and Section 1.3(c) shall continue to apply to an Investor that is a Non-Consenting Investor for a period of two (2) years following such Investor becoming a Non-Consenting Investor) and such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in the Surviving Provisions) or, if applicable, under its Equity Commitment Letter or the Rollover Agreement; and provided, further, that such Non-Consenting Investor shall have received a full and unconditional release of its or his obligations under this Agreement (other than the Surviving Provisions and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and, if applicable, under its Equity Commitment Letter and the funding Rollover Agreement from the Requisite Investors, Parent, Merger Sub, and each other Investor, or a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its Equity Commitment Letter and the Rollover Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Funding Non-Consenting Investor’s portion Equity Commitment or Rollover Commitment, as applicable, shall be offered to one or more Investors and/or one or more new investors as determined by all the Requisite Investors. As used herein, “Requisite Investors” means Investors (to include Xx. Xxxx-Ning Xxxxxx Xxxx, the founder and chief executive officer of the Equity Commitments in the manner set forth above shall not affectCompany (“Xx. Xxxx”) and Alibaba Investment Limited, alter or impair (i) the Company’s rights or remedies a BVI business company duly incorporated under the laws of the British Virgin Islands (“AIL”)) who, on a pro forma basis calculated assuming the consummation of the Merger (including the issuance of Parent Shares pursuant to the Rollover Agreement or and the Equity Commitment Letters or (ii) at the shareholders Closing), collectively hold a majority in interest of the issued and outstanding Parent or Shares immediately following the Funding Investors’ rights or remedies against Closing based on the Failing Investor under “Post-Closing Parent Share Ownership Percentage” as set out in Schedule II to this Agreement (as amended or under the Support Agreement supplemented from time to time in accordance with respect this Agreement); provided that, in determining whether a group of Investors constitute “Requisite Investors” for purposes of any decision or action to the be taken pursuant to this Agreement, Investors that are, as of such time of determination, Failing Investor’s failure to fund Investors or any other action or inactionNon-Consenting Investors (each as defined below) shall be excluded in making such determination.

Actions Under the Merger Agreement. 3.1.1 The Sponsors1.1.1. Except as otherwise expressly provided herein: (i) the Investors, by mutual agreementacting unanimously, shall have the sole and exclusive right to cause or permit Parent or and Merger Sub to take any action or refrain from taking action, other than any immaterial action, including any action (i) that is not in contravention of or inconsistent with this Agreement, relating to the Merger Agreement, the Support Agreement any other Transaction Document or the Equity Commitment LettersMerger, and including: (iia) in order taking actions or refraining from taking any actions which are necessary or advisable for Parent or and Merger Sub to (i) comply with their respective obligationsobligations under, (ii) satisfy their respective the closing conditions of or (iii) exercise their respective rights under the Merger AgreementAgreement or any other Transaction Document, including (a) determining that the conditions to Closing Conditions specified in Article VII of the Merger Agreement (the “Closing Conditions”) have been satisfied and, assuming such satisfaction, determining to close the Merger, satisfied; (b) waiving compliance with any covenants, agreements or conditions (including the Closing Conditions Conditions) contained in the Merger Agreement or any other Transaction Document; (c) consenting to any action that requires Parent’s or Merger Sub’s consent under the Equity Commitment Letters Merger Agreement or any other Transaction Document; (as long as such waiver would not be adverse and disproportionate d) terminating, amending or modifying the Merger Agreement or any other Transaction Document; (e) determining to consummate, or consummating, the Merger; (f) delivering any notice pursuant to the Founders as compared Merger Agreement; (g) settling any Legal Proceeding (including with respect to any exercise or purported exercise of appraisal rights) arising in connection with, or relating to, the SponsorsMerger, the Merger Agreement or any other Transaction Document; and (h) negotiating or amendingentering into (by or on behalf of Parent or Merger Sub) any Transaction Document or other definitive agreement to be executed or delivered by Parent or Merger Sub at or in connection with the Closing or the Transactions, supplementing and (ii) Parent and Merger Sub shall not, and neither Investor shall permit or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each take or commit to take any of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions actions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to immediately foregoing clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other unless such action or inactionhas been unanimously and expressly approved in advance by both Investors in writing.

Actions Under the Merger Agreement. 3.1.1 The Sponsors2.1.1. Subject to Section 2.4 below and this Section 2.1, by mutual agreementthe Lead Investor, acting reasonably, shall have the right sole power, authority and discretion to cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or and Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights and remedies under the Merger Agreement, including including: (ai) determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (ii) enforcing any agreements and conditions contained in the Merger Agreement, including the Closing Conditions, and (iii) determining to close the Merger or terminate the Merger Agreement; provided, however, that the Lead Investor shall not permit or cause Parent and Merger Sub to amend, supplement or modify the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s prior written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied andsatisfied, assuming such satisfaction, determining to close the Merger, (b) waiving waive compliance with any covenantsagreement or condition in the Merger Agreement, agreements including any Closing Condition, amend or the Closing Conditions contained in modify the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining determine to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising Merger unless such action has been approved in connection with the transactions contemplated advance in writing by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Lead Investor. Parent and Merger Xxxxxx Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and agree not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers or entering into amendments, unless such actions are in accordance with respect this Agreement. 2.1.2. In the event that (i) the Lead Investor determines that the Closing Conditions are satisfied or validly waived, subject to any Equity Section 2.4 below, and an Investor fails to fund its Commitment Letter, or Support Shareholders in accordance with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts indicates in writing its unwillingness to fund its Commitment in accordance with the Support Agreement, or (ii) an Investor commits a material breach of this Agreement or the Support Agreement, which results in the Closing not occurring when required it otherwise would have occurred pursuant to do so the Merger Agreement, as applicable (any a Failing Investor” and such Investorfailure or unwillingness to fund or material breach, a “Failure Breach”), Parent and Merger Sub, by action of the Lead Investor or the Majority-in-Interest of the Investors (in the case of the Lead Investor being a Failing Investor) or the Majority Institutional Investors (in the case of the Lead Investor being a Failing Investor, if the Majority-in-Interest of the Investors fail to Fund designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of the relevant Breach) (in each case, a “Determining Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure Transactions of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”)Investor; provided, that such termination shall not affect Parent’s or the Funding Investors’ or non-breaching Investors’ Company’s rights against such Failing Investors Investor under such Failing Investors’ this Agreement, the Equity Commitment Letter or the Support Agreement, as applicable, including under Sections 2.3 and 4.8 hereof with respect to such a failure to fund; provided, further, that if the Lead Investor does not fund its Commitment in accordance with the Equity Commitment Letter or the Support Agreement, as applicable, or under that indicates unwillingness to fund its Commitment in accordance with the Equity Commitment Letter or the Support Agreement, or that commits a material breach of this Agreement, the Equity Commitment Letter, or the Support Agreement, as applicable, which results in the Closing not occurring when it otherwise would have occurred pursuant to the Merger Agreement, as applicable, then a Majority-in-Interest of the Investors may designate the Lead Investor a Failing Investor by notice in writing to the Lead Investor; provided, further, that, in the event of such Breach by the Lead Investor, if the Majority-in-Interest of the Investors fail to designate the Lead Investor as a Failing Investor by notice in writing to the Lead Investor within 5 Business Days upon the occurrence of such Breach, the Majority Institutional Investors shall have the right to designate the Lead Investor as a Failing Investor. 2.1.3. Notwithstanding any of the provisions hereof to the contrary, the Determining Investor may replace any Failing Investor’s Commitment in their discretion by notice in writing to such Failing Investor so long as the Determining Investor comply with Section 2.5. The Determining Investor shall notify each of the other Investors in the event of the replacement of a Failing Investor’s Commitment (including the identity of the Investor replacing the Failing Investor). 2.1.4. Notwithstanding anything in this Agreement with respect to such failure to fundthe contrary, including those set forth in Sections 3.1, 3.2 from and 5.3 hereof. If an after the time any Investor becomes a Failing Investor, such (i) in the case of the Lead Investor becoming a Failing Investor Investor, it shall no longer be entitled deemed to be the Lead Investor for purposes of exercising any rights of the Lead Investor hereunder and its approval or consent rights shall not be required for any purposes under this Agreement, and any directors instead the Majority-in-Interest of the Investors or officers the Majority Institutional Investors (if the Majority-in-Interest of Parent the Investors failed to designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of the relevant Breach by the Lead Investor) shall be entitled to exercise rights that the Lead Investor would have had had it not become a Failing Investor (including, without limitation, Sections 2.1, 2.2 or Merger Sub appointed by such Failing Investor2.3), or representing such Failing Investor, shall be removed upon such (ii) in the case of any Investor other than the Lead Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding the approval or consent of such Failing Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor be required for any purposes under this Agreement (including, without limitation, Sections 2.1, 2.2 or under 2.3) and any such provision that requires the Support Agreement with respect consent or approval of one or more of the Investors shall be deemed to require only the consent or approval of the non-Failing Investor’s failure to fund or any other action or inactionInvestor(s).

Actions Under the Merger Agreement. 3.1.1 The SponsorsSponsor may cause HoldCo, by mutual agreementParent and Merger Sub to take any action or refrain from taking any action in order for them to comply with their obligations, satisfy counterparties’ closing conditions or exercise their rights under the Merger Agreement; provided that, notwithstanding anything set forth in any Equity Commitment Letter to the contrary, the Sponsor shall have the right to not, and shall not cause HoldCo, Parent or Merger Sub to take any action or refrain from taking any action (i) with respect to determining that is not the conditions to closing specified in contravention Article VIII of or inconsistent with this Agreement, the Merger AgreementAgreement (the “Closing Conditions”) have been satisfied, amending the Support Agreement Closing Conditions, waiving compliance with any agreement or the Equity Commitment Letters, and (ii) condition in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that any Closing Condition, terminating the Closing Conditions have been satisfied and, assuming such satisfaction, Merger Agreement or determining to close the Merger, in each case, without the prior written consent of the Principal Investors who are entitled to receive at least the majority of all HoldCo Shares that all Principal Investors are entitled to receive, in each case, as set forth against their respective names in column (bE) waiving compliance with of Schedule I hereto (taking into account any covenants, agreements or adjustment made pursuant to Section 1.2(b)) (the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement“Majority Principal Investors”); provided, further, that the Sponsors may Sponsor shall not, and shall not cause HoldCo, Parent or Merger Sub to, and neither Parent nor Merger Sub shall to (i) amend the Merger Agreement in a way that (x) changes the terms and conditions relating to the HoldCo Termination Fee, increases the Merger Consideration, the Per Share Merger Consideration, the Per Warrant Merger Consideration, Per Warrant Consent Fee, increases the HoldCo Termination Fee, or otherwise materially increases the Principal Investors’ payment obligations and/or payment liability or by its terms has a material adverse economic impact on the Principal Investors, in each case, without the prior written consent of each of the Lead Investors Principal Investors, or (which consent shall not be unreasonably withheldy) by its terms has an impact, conditioned economic or delayed); providedotherwise, furtheron any Investor that is disproportionately adverse to the impact, that the Sponsors may not cause Parent economic or Merger Sub tootherwise, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in on any other Investor without such Investor’s prior written consent, or (ii)(x) terminate the Merger Agreement or determine not to close the Merger that would result in the HoldCo Termination Fee becoming payable pursuant to Section 9.3(b) of the Merger Agreement, or (y) determine that the condition to closing specified in Section 8.2(c) (No Material Adverse Effect) of the Merger Agreement has been satisfied or waived, in each case, without the prior written consent of each of the other Principal Investors (which consent shall not be unreasonably withheldwho is a Guarantor. Sponsor, conditioned or delayed)HoldCo, (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation shall not, and the Investors shall not permit Sponsor, HoldCo, Parent or other legal action against Merger Sub to, determine that the Company in connection with a breach Closing Conditions have been satisfied, waive any Closing Condition, terminate, amend or alleged breach of modify the Merger Agreement or determine to close the Merger, unless such action has been approved in accordance with this Agreement. Each of HoldCo, Parent and Merger Sub agrees not to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, each relevant EC Investorincluding granting or withholding of waivers or entering into amendments, unless such actions are in accordance with respect to any Equity Commitment Letterthis Agreement. For purposes hereof, or Support Shareholders with respect to “Principal Investors” means the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments Investors who are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each denoted a “Funding Principal Investor” and collectively “Funding Investors”in column (H) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing InvestorSchedule I hereto. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The SponsorsSubject to Section 1.7 hereof, by mutual agreement, the Requisite Investors (as defined below) acting jointly shall have the right sole power, authority and discretion to cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or and Merger Sub to comply with their respective its obligations, satisfy their respective its closing conditions or exercise their respective its rights under the Merger Agreement, including (a) including, without limitation, determining that the conditions to closing specified in Sections 8.01, 8.02 and 8.03 of the Merger Agreement (the “Closing Conditions Conditions”) have been satisfied andsatisfied, assuming such satisfactionwaiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, provided that the Sponsors Requisite Investors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause permit Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend determine that the “Per Share Merger Consideration” Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors, provided that the Equity Investor shall have the power and authority to determine whether Parent shall waive the conditions to closing specified in Section 8.02(e) of the Merger Agreement without the any prior written consent of each approval of the other Investors (which consent shall at its sole discretion. Parent agrees not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean each relevant EC of Mx. Xxxx Yu Pan and the Equity Investor, with respect to . Notwithstanding any Equity Commitment Letter, or Support Shareholders with respect provision of this Agreement to the Support Agreementcontrary, as applicable, validly waived from and after the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If time an Investor becomes a Failing InvestorInvestor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be entitled to any deemed a “Failing Investor”, and its/his approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount restored as of the date such previously Failing Investor’s portion of the Equity Investor funds its/his Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors(a) Subject to Key Investor Consent in the circumstances required by Sections 1.2(c) and 3.1(b), the Founders, by mutual agreementagreement and acting reasonably and in good faith, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action that is (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement and (ii) reasonably required in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions obligations or exercise their respective rights under the Merger Agreement. Parent, including (a) determining that Mxxxxx Sub and the Closing Conditions have been satisfied andFounders shall use their reasonable best efforts to keep the Key Investors informed about, assuming and reasonably cooperate with the Key Investors in connection with, the matters contemplated by the Transaction Documents. Parent, Mxxxxx Sub and the Founders shall use reasonable best efforts to consult with the Key Investors with respect to, and keep them apprised of, all material decisions, elections, actions, determinations and other matters contemplated by the Transaction Documents. To the extent reasonably practicable, Parent, Merger Sub, and the Founders shall provide the Key Investors with drafts of material Transaction Documents and communications with the Company or third parties regarding the Transactions and shall provide the Key Investors and their respective advisors with an opportunity to review and comment on such satisfaction, determining to close the Merger, Transaction Documents and communications. (b) waiving compliance with Notwithstanding anything to the contrary, including Section 3.1(a), the Founders shall cause Parent and Merger Sub not to, and Parent and Merger Sub shall not, take any covenantsof the following actions without Key Investor Consent: (i) amend, modify, provide any consent under, or waive any provision of the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements or any other material Transaction Document (including extending the Initial Outside Date under the Merger Agreement), (ii) terminate the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements or any other material Transaction Document, (iii) enter into any material agreements relating to the Transactions that have not been approved by the Key Investors at the time of the execution of the Merger Agreement (other than additional equity commitment letters on terms and subject to conditions no more favorable to such equity investor than as set forth in the Equity Commitment Letters; provided that any such equity investors shall execute a joinder to this Agreement and be subject to the terms hereof as an “Investor” for all purposes), (iv) commence or settle any Proceeding relating to the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, or the Closing Conditions contained Rollover Agreements, (v) cause Parent or Merger Sub to take any action or conduct any business other than in furtherance of the Transaction or as otherwise contemplated by this Agreement, the Merger Agreement or the Equity Commitment Letters other Transaction Documents, (as long as such waiver vi) take any action that would not be adverse and disproportionate to in breach of or would violate the Founders as compared to the Sponsors) or amendingterms of this Agreement, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed)Transaction Documents, (cvii) terminating approve the Information Statement, or (viii) file the Schedule 13E-3 with the SEC. Parent shall promptly terminate the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice 7.01(b)(i) thereof (x) when entitled to all other Lead Investors before terminating do so unless Parent receives Key Investor Consent prior to such time and (y) if Parent receives Key Investor Consent not to so terminate the Merger Agreement (except for a termination pursuant to Section 8.01(a)clause (x) above, or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining upon receiving Key Investor Consent to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of terminate the Merger Agreement and to take any other necessary actions in connection theretoafter such time. 3.1.2 (c) In the event that (x)(ii)(1) Parent enforces the Closing Conditions and all other obligations of funding under the Investors to fund their Equity Commitments in accordance with Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement 1.2 and (ii2) one or more Sponsors Investors (or their respective EC InvestorsAffiliates, as applicable) have fulfilled their Equity Commitments or stand ready, willing and able to fulfill their Equity Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may with Key Investor Consent (with the majority in interest for such purposes measured without the Capital Commitment of any non-Funding Investor) terminate the participation in the transaction of any Investor that does not fund its Equity Commitment in its entirety or asserts in writing its unwillingness to fund all or any portion of its Equity Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) or (yii) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement such Investor’s Equity Commitment Letter and, as a result, a Closing Condition closing condition set forth in the Merger Agreement fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may with Key Investor Consent (with the majority in interest for such purposes measured without the Capital Commitment of any breaching Investor) terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x1) or breach pursuant to clause (y2), a “Failing Investor Breach”); provided. Following any Failing Investor Breach by a Failing Investor, any Investor that is a Funding Investor may fund at its sole discretion any unpaid amount of such Failing Investor’s portion of the Equity Commitment on the same terms as the contribution made pursuant to such Funding Investor’s Equity Commitment Letter. (d) The termination of any Failing Investor’s participation in the transactions and the funding by a Funding Investor of the Failing Investor’s portion of the Equity Commitments in the manner set forth above shall not affect affect, alter or impair (i) the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under for a breach by such Failing Investors’ Investor of this Agreement (including Section 3.1, Section 3.2 and Section 5.3 hereof) or (ii) Parent’s rights or remedies under the Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement Letters with respect to such the Failing Investor’s failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. fund or any other action or inaction. (e) If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors2.1.1. Subject to Section 2.4 below and this Section 2.1, by mutual agreement(a) the YF Capital Investor, the TF Capital Investor and the GIC Investor, acting jointly, shall have the right sole power, authority and discretion to (i) cause Parent and Merger Sub to determine that the condition to closing specified in Section 8.1(b) of the Merger Agreement (the “CFIUS Clearance Condition”) and Section 8.2(c) of the Merger Agreement (the “MAE Closing Condition”) have been satisfied or otherwise may be waived and (ii) cause Parent and Merger Sub to determine that the failure of a condition to closing to be satisfied that is caused by the Company (the “Company Breached Condition”) has been otherwise waived, and (iii) in each case of (i) and (ii), determine accordingly to close or terminate the Merger Agreement upon the satisfaction or waiver of Other Closing Conditions (as defined below), and (b) subject to the foregoing clause (a), the Lead Investors shall have the sole power, authority and discretion to cause Parent or and Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or and Merger Sub to comply with their respective obligations, satisfy their respective the closing conditions or exercise their respective rights and remedies under the Merger Agreement, including including: (ai) determining that the conditions to closing specified in Sections 8.1 and 8.2 (other than the MAE Closing Conditions Condition, the CFIUS Clearance Condition and the Company Breached Condition) of the Merger Agreement (the “Other Closing Conditions”, together with the MAE Closing Condition, the CFIUS Clearance Condition and the Company Breached Condition, the “Closing Conditions”) have been satisfied and, assuming such satisfaction, determining to close the Mergersatisfied, (bii) enforcing or waiving compliance with any covenants, agreements or the Closing Conditions and conditions contained in the Merger Agreement or the Equity Commitment Letters Agreement, including Other Closing Conditions, (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsorsiii) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (div) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim Merger or proceeding arising in connection with the transactions contemplated by terminate the Merger Agreement, or Agreement (other than the Equity Commitment Letterscircumstances set forth in the foregoing clause (a)), and (fv) solely subsequent negotiating and entering into definitive agreements with members of management of the Company with respect to the termination terms of such management members’ employment, compensation, and equity incentives, as applicable (collectively, the Merger Agreement“Lead Investor Actions”); provided, however, that the Lead Investors shall not permit or cause Parent and Merger Sub to initiate litigation amend, supplement or other legal action against the Company in connection with a breach or alleged breach of modify the Merger Agreement and in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to take such Investor without such Investor’s prior written consent; provided further, that any other necessary actions in connection thereto. 3.1.2 In amendment, supplement or modification to the event that (x)(i) CFIUS Clearance Condition shall require the Closing Conditions and all other obligations of funding under Section 2 prior consent of the Equity Commitment Letters GIC Investor. Parent and under Section 2.1 Merger Sub each agrees to not (x) determine that the MAE Closing Condition and 2.2 of the Support Agreement, as applicable, CFIUS Clearance Condition have been satisfied or waive the MAE Closing Condition, the CFIUS Clearance Condition and the Company Breached Condition unless such action has been approved in writing by each of the YF Capital Investor, the TF Capital Investor and the GIC Investor, or (or are capable of being satisfied at the Closingy) or, with the prior written consent of both Sponsors take any action with respect to the Merger Agreement, each relevant EC including any of the Lead Investor Actions, unless such actions are authorized and approved in accordance with this Agreement. 2.1.2. In the event that the YF Capital Investor, with respect to any Equity Commitment Letterthe TF Capital Investor and the GIC Investor, acting jointly, determine that the MAE Closing Condition, the CFIUS Clearance Condition and the Company Breached Condition are all satisfied or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and that the Lead Investors determine that the Other Closing is required to occur pursuant Conditions are satisfied or validly waived, subject to Section 7 2.4 below, Parent and Merger Sub, by action of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Lead Investors, may terminate the participation in the transaction Transactions of any Investor that does not fund its Commitment in accordance with its Equity Commitment Letter or the Consortium Support Agreement, as applicable, or that asserts in writing its unwillingness to fund its Commitment when required to do so (any such Investor, a “Failure to Fund Investor”) in accordance with its Equity Commitment Letter or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Consortium Support Agreement andAgreement, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor applicable (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such breach or failure of such Failing Investor or unwillingness to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y)fund, a “Failing Investor Breach”)) by notice in writing to such Investor; provided, that such termination actions shall not affect Parent’s or the Funding Investors’ or non-breaching Investors’ Company’s rights against such Failing Investors Investor under such Failing Investors’ its Equity Commitment Letter or the Consortium Support Agreement, as applicable, and under Sections 2.3, 4.3 and 4.4 hereof with respect to such failure to fund; provided, further, that if a Lead Investor does not fund its Commitment in accordance with its Equity Commitment Letter or Consortium Support Agreement, as applicable, or under that asserts unwillingness to fund its Commitment in accordance with its Equity Commitment Letter or the Consortium Support Agreement, or, in the case as applicable, then any other Lead Investor or a Majority-in-Interest of the Investors may designate such Lead Investor a Failing Investor by notice in writing to such Lead Investor.. 2.1.3. Notwithstanding any of the provisions hereof to the contrary, the Lead Investors may replace any Failing Investor’s Commitment in their discretion by notice in writing to such Failing Investor so long as the Lead Investors and Parent comply with Section 2.5; provided, that if all of the Lead Investors are Failing Investors, then the other Investors may, acting unanimously, replace any Lead Investor’s Commitment and any other Failing Investor’s Commitment in their discretion (acting unanimously) by notice in writing to such Failing Investor, so long as such other Investors and Parent comply with Section 2.5. The Lead Investors or such other Investors that are not Failing Investors, as applicable, shall notify each of the other Investors in the event of the replacement of a Failing Investor’s Commitment (including the identity of the Investor replacing the Failing Investor). 2.1.4. Notwithstanding anything in this Agreement with respect to such failure to fundthe contrary, from and after the time any Investor (including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor any Lead Investor) becomes a Failing Investor, the approval or consent of such Failing Investor shall no longer not be entitled to required for any approval or consent rights purposes under this AgreementAgreement (including, without limitation, Sections 2.1, 2.2 or 2.3), and any directors such provision that requires the consent or officers approval of Parent one or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, more of the Investors (including the Lead Investors) shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (deemed to require only the “Funding Sponsor”) may fund at its sole discretion any unpaid amount consent or approval of the non-Failing Investor’s portion of Investor(s) (or Lead Investors who are non-Failing Investors, as the Equity Commitmentcase may be). 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.

Actions Under the Merger Agreement. 3.1.1 The Sponsors(a) Subject to Sections 2.1(b) and 2.5(a), by mutual all actions and decisions of the Investors, MergerCo or SibCo relating to the Merger Agreement and any customarily anticipated related agreements (such as a transaction fee agreement), including any negotiations relating to any of the foregoing, shall have require the right to approval of the Majority Investors and such Majority Investors may cause Parent MergerCo or Merger Sub SibCo to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub MergerCo and SibCo to comply with their respective obligations, satisfy their respective closing conditions or to exercise their respective rights under the Merger Agreement, including (a) determining that the Closing Conditions have been satisfied and, assuming such satisfaction, determining to close the Merger, Agreement or any related agreement. (b) waiving compliance with any covenants, agreements The Majority Sponsor Investors may cause MergerCo and SibCo to (i) amend or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate agree to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination an amendment of the Merger Agreement, cause Parent and Merger Sub (ii) waive or determine to initiate litigation or other legal action against the Company be satisfied any condition to closing specified in connection with a breach or alleged breach of the Merger Agreement and (each, a “Closing Condition”) or (iii) determine any Closing Condition not to be satisfied, provided that (x) neither MergerCo nor SibCo shall take any other necessary actions in connection thereto. 3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and under Section 2.1 and 2.2 of actions referred to in the Support Agreement, as applicable, have been satisfied foregoing clauses (or are capable of being satisfied at the Closingi) or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing is required to occur pursuant to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one without the prior approval of the Majority Sponsor Investors and (y) MergerCo and SibCo shall not deem any Closing Condition not to be satisfied unless either (A) the Company admits or more Sponsors confirms that such Closing Condition is not satisfied or (B) the Majority Sponsor Investors agree that such Closing Condition is not satisfied. MergerCo and SibCo shall not, and the Investors shall not permit MergerCo or their respective EC InvestorsSibCo to, without the prior consent of the affected Investor, amend, or agree to any amendment of, the Merger Agreement in a manner that (1) have fulfilled their Commitments or stand ready, willing and able discriminates against an Investor relative to fulfill their Commitments (the other Investors in such capacity, each a “Funding Investor” and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction of any Investor manner that does not fund its Commitment or asserts in writing its unwillingness is materially adverse to fund its Commitment when required to do so (any such Investor, a “Failure (2) would require any amendment to Fund Investor”) or (y) an Investor breaches its obligations under Section 3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively, “Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’ Equity Commitment Letter of such Investor or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to (3) would require any approval or consent rights under amendment of Exhibit A of this Agreement, and any directors or officers of Parent or Merger Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing Investor. 3.1.3 Following any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment. 3.1.4 The termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure to fund or any other action or inaction.