Common use of Actions Under the Merger Agreement Clause in Contracts

Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) 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 consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the The Requisite Investors may cause Parent Merger Sub to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any other action with respect to the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.01 and 8.2 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent Merger Sub to amend the Merger Agreement in a way that by its terms has an impact impact, economic or otherwise, on any Investor that is different from disproportionate to the impact 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 Merger Sub shall not, and the Requisite Investors shall not permit Parent Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Merger Sub agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding any waiver or entering into any amendment, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, is taken in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter accordance with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereofthis Agreement.

Actions Under the Merger Agreement. Subject to Section 2.7 below1.8 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.01, 7.02 and 8.2 7.03 of the Merger Agreement (the “"Closing Conditions”") have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) 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 '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, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers or entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. For the purposes of this Agreement, "Principal Investors" shall mean the PE Investors, Nanyan Zheng and Boquan He, and "Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived " shall mean at least four (subject to the above approval requirements), Parent, by action 4) of the Requisite Principal Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.

Actions Under the Merger Agreement. Subject to Section 2.7 below1.7 hereof, the Requisite Investors Lead Investor acting in its sole discretion may cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent them to comply with its their obligations, satisfy its their closing conditions or exercise its their rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 8.1, 8.2 and 8.2 8.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, terminating, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, provided that the Requisite Investors Lead Investor may not cause Parent or Merger Sub to amend the Merger Agreement in a way that by its terms has an impact on any Investor that is different from disproportionate to the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s prior written consent. Subject to Section 1.7 hereof, Parent shall not, and the Investors Merger Sub shall not permit Parent to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, terminate, amend or modify the Merger Agreement or determine to close the Merger, or unless such action has been approved in advance in writing by the Lead Investor in accordance with this Agreement. Each of Parent and Merger Sub agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers or entering into amendments, unless such action has been approved actions are in accordance with this Agreement. The Lead Investor shall, to the extent within its power, cause Parent and Merger Sub to comply with their representations and warranties, obligations and covenants, and satisfy their closing conditions (where applicable) under the Merger Agreement and this Agreement, and for the avoidance of doubt, any failure by the Requisite Investors. Subject Lead Investor to Section 2.7 belowcomply with the foregoing that results from breach by any Financial Investor of its obligations under this Agreement, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights or its Limited Guarantee shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereofnot constitute a breach by the Lead Investor of the foregoing.

Actions Under the Merger Agreement. Subject to Section 2.7 below1.7 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.1, 7.2 and 8.2 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, 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, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers and entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors. Subject to Section 2.7 below, in ” shall mean the event that the Closing Conditions are satisfied or validly waived Investors representing at least seventy-five percent (subject to the above approval requirements), Parent, by action 75%) of the Requisite Investorsaggregate Commitments, may, in its discretion, terminate the participation in the transaction of as determined without taking into account (i) any Failing Investor that does not fund its Commitment or that asserts in writing its unwillingness (as defined below) and (ii) Rollover Commitments related to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.Company

Actions Under the Merger Agreement. 1.1.1 Subject to Section 2.7 below1.1.2 and Section 1.7 hereof, the Requisite Investors (as defined below) may cause each of the Parent Parties to take any action or refrain from taking any action in order for each of the Parent Parties to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.1, 7.2 and 8.2 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, provided that the Requisite Investors may not cause the Parent Parties 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. The Parent Parties shall not, and the Investors shall not permit the Parent Parties to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Each of the Parent Parties agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers and entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean Mx. Subject to Section 2.7 Xxxxxx Xxxx and the Equity Investors representing at least a majority of the aggregate Equity Commitments, as determined without taking into account any Failing Investor (as defined below, in the event that the Closing Conditions are satisfied or validly waived (subject ). Notwithstanding any provision of this Agreement to the above contrary, from and after the time an Investor becomes a Failing Investor, the approval requirements), Parent, by action or consent of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of such Failing Investor shall not be required for any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitmentpurposes under this Agreement; provided that such termination 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 not affect Parent’s rights against such Investor under such no longer be deemed a “Failing Investor’s Equity Commitment Letter with respect to such failure to fund”, which and its approval or consent rights shall be restored as provided in Section 2.6, Section 4.3 and Section 4.4 hereofof the date such previously Failing Investor funds its Commitment.

Actions Under the Merger Agreement. Subject to Section 2.7 below1.7 hereof, the Requisite Investors may (as defined below) acting jointly shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 8.01, 8.02 and 8.2 8.03 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, provided that the Requisite Investors may not cause Parent or Merger Sub 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, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the MergerMerger unless such action has been approved in advance in writing by the Requisite Investors, or 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 any prior approval of the other Investors at its sole discretion. Parent agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers and entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean each of Xx. Subject to Section 2.7 below, in Xxxx Yu Pan and the event that the Closing Conditions are satisfied or validly waived (subject Equity Investor. Notwithstanding any provision of this Agreement to the above approval requirementscontrary, from and after the time an Investor becomes a Failing Investor (as defined below), Parent, by action the approval or consent of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of such Failing Investor shall not be required for any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitmentpurposes under this Agreement; provided that such termination 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 not affect Parent’s rights against such Investor under such no longer be deemed a “Failing Investor’s Equity Commitment Letter with respect to such failure to fund”, which and its/his approval or consent rights shall be restored as provided in Section 2.6, Section 4.3 and Section 4.4 hereofof the date such previously Failing Investor funds its/his Commitment.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing the Offer specified in Sections 8.1 and 8.2 Annex A of the Merger Agreement (the “Closing "Offer Conditions”") have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Conditionof the Offer Conditions, amending or modifying the Merger Agreement (including Section 9.2(d)) and Agreement, determining to close consummate or extend the MergerOffer and accept shares of Common Stock for payment under the Offer, and designating members for appointment to the board of directors of the Company pursuant to Section 1A.3 of the Merger Agreement; 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 's consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Offer Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Offer Condition, amend or modify the Merger Agreement or determine to close extend the MergerOffer or accept shares of Common Stock for payment under the Offer, or take any other action with respect to the Merger Agreement Agreement, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Offer Conditions are satisfied or validly waived (subject to the above approval requirements), and the Requisite Investors who will be funding Commitments upon acceptance for payment of shares of Common Stock pursuant to the Offer are prepared to do so, as evidenced in writing to the other Investors, then Parent, by action acting at the direction of the Requisite Investors, may, in its discretion, may terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s 's rights against such Investor under such Investor’s 's Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof. Neither Parent nor any Investor may seek any damages or other remedies against any advisor of Parent or any Investor in connection with the Offer, the Merger or any related matter without the approval of the Requisite Investors. Any action so taken by an Investor against any advisor of Parent will be for the benefit of all Investors.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) 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 consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement Agreement, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), and the Requisite Investors are prepared to fund their Commitments upon consummation of the Merger, as evidenced in writing to the other Investors, then Parent, by action acting at the direction of the Requisite Investors, may, in its discretion, may terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof. Neither Parent nor any Investor may seek any damages or other remedies against any advisor of Parent or any Investor in connection with the Merger or any related matter without the approval of the Requisite Investors. Any action so taken by an Investor against any advisor of Parent will be for the benefit of all Investors.

Actions Under the Merger Agreement. Subject to Section 2.7 below1.8 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent and/or Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.1, 7.2 and 8.2 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, 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 prior written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers and entering into amendments, unless such action has been approved by the actions are in accordance with this Agreement. For purposes of this Agreement, “Requisite Investors” shall mean Dream Data Services Limited and THL A19 Limited. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject Notwithstanding any provision of this Agreement to the above contrary, from and after the time an Investor becomes a Failing Investor, the approval requirements), Parent, by action or consent of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of such Failing Investor shall not be required for any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitmentpurposes under this Agreement; provided that such termination 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 not affect Parent’s rights against such Investor under such no longer be deemed a “Failing Investor’s Equity Commitment Letter with respect to such failure to fund”, which and its approval or consent rights shall be restored as provided in Section 2.6, Section 4.3 and Section 4.4 hereofof the date such previously Failing Investor funds its Commitment.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors (a) The Chairman Parties may cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent to comply with its their obligations, satisfy its their closing conditions or exercise its their rights under the Merger Agreement or any other action with respect to the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.1 and 8.2 7.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) 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 consent. Parent and Merger Sub shall not, and the Investors Sponsors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Chairman Parties. Parent and Merger Sub agree not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers or entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. (b) The Parties agree that the Requisite InvestorsChairman Parties shall be primarily responsible for (A) negotiating with the special committee of independent and disinterested directors of the board of directors of the Target (the “Special Committee”) and coordinating with the Sponsors, in each case with respect to the Transactions, and (B) implementing the Transactions. Subject to Section 2.7 belowthe foregoing, the Parties shall cooperate and proceed in good faith to facilitate the event that Chairman Parties to negotiate and consummate the Closing Conditions are satisfied Transactions (including without limitation negotiating any amendments or validly waived supplements (subject if any) to the above approval requirements)Merger Agreement, Parent, by action Interim Documents and other definitive documents in respect of the Requisite Investors, may, in its discretion, terminate Transactions) with the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereofSpecial Committee.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the The Requisite Investors Parties may jointly cause Parent and Merger Sub to take any action or refrain from taking any action in order for each of Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any other action with respect to the Merger Agreement, including including, without limitation, (i) determining that the conditions to closing specified in Sections 8.1 7.01 and 8.2 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (ii) waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, Agreement (including any Closing Condition), (iii) amending or modifying the Merger Agreement Agreement, and (including Section 9.2(d)iv) and determining to close the Merger; providedMerger (collectively, 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 consent“Reserved Matters”). Parent and Merger Sub shall not, and the Investors no other Party shall not permit Parent or Merger Sub to, determine that Closing Conditions have carry out any Reserved Matter unless such action has been satisfied, waive compliance with any agreements approved in advance in writing by the Requisite Parties. Each of Parent and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine Xxxxxx Sub agrees not to close the Merger, or take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers or entering into amendments, unless such action has been approved by the Requisite Investorsactions are in accordance with this Agreement. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject Notwithstanding any provision of this Agreement to the above approval requirementscontrary, from and after the time any Sponsor Party becomes a Failing Investor (as defined below), Parent, by action the approval or consent of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination Sponsor Parties shall not affect Parent’s rights against such Investor be required for any purposes under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereofthis Agreement.

Actions Under the Merger Agreement. Subject to Section Sections 2.3, 2.7 and 2.16 below, the consent of the Requisite Investors may shall be required to cause the Parent Parties to take any action action, or refrain from taking any action with respect to the Transaction Documents and the transactions contemplated thereby, including in order for Parent and Merger Subs to comply with its obligations, satisfy its closing conditions or exercise its rights or remedies under the Merger Agreement, including (in each case even if adverse or materially adverse to the Parent Parties or the Investors) determining that the conditions to closing specified in Sections 8.1 7.1 and 8.2 7.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, negotiating with the Company under Section 6.17 of the Merger Agreement regarding the calculations of the Early Termination Payments (each as defined in the Tax Receivable Agreements) to be made in connection with the Closing under the Tax Receivable Agreements (including with respect to issuance of the TRA Notes (as defined in those certain TRA Waiver and Exchange Agreements, dated as of the date hereof, by and among the Company, Parent and the Holders party thereto)), waiving compliance with any agreements and provisions, agreements, obligations or conditions (including any Closing Condition) contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and Agreement, determining to close the MergerMerger or terminating the Merger Agreement; provided, howeverthat, that if Parent becomes entitled to terminate the Merger Agreement after the Outside Date pursuant to Section 8.1(b) of the Merger Agreement, then Parent will so terminate the Merger Agreement unless the Requisite Investors may not cause otherwise determine. The 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 consent. Parent Parties shall not, and the Investors Investors, to the extent within their control, shall not not, permit the Parent Parties to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement Transaction Documents unless such action has been (i) undertaken in accordance with Section 2.3, (ii) undertaken in accordance with Section 2.16 or (iii) approved by the Requisite InvestorsInvestors and, in each case, is otherwise in accordance with this Agreement. Subject to Section 2.7 belowbelow and any applicable approval requirements above, in the event that the Closing Conditions are satisfied Parent or validly waived (subject to the above approval requirements), ParentMerger Subs, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor (other than a Requisite Investor) that (x) in the event that the Closing Conditions are satisfied or validly waived, does not timely fund its Commitment, (y) asserts in writing that it shall not fund its Commitment or (z) otherwise has breached its obligations under this Agreement in a manner that asserts in writing would reasonably be expected to prevent, materially delay or materially impede Parent’s or Merger Subs’ ability to satisfy its unwillingness to fund its CommitmentClosing Conditions or consummate the transactions contemplated by the Merger Agreement when required under the Merger Agreement or at any time thereafter (any such Investor under (x), (y) or (z), a “Blocking Investor”); provided provided, that such termination shall not affect Parent’s rights against such Blocking Investor under with respect to such Blocking Investor’s Equity Commitment Letter with respect to such failure to fund, fund (which rights shall be as provided in Section 2.6, Section 4.3 4.4 and Section 4.4 4.5 hereof).

Actions Under the Merger Agreement. Subject to Section 2.7 below1.8 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 7.01, 7.02 and 8.2 7.03 of the Merger Agreement (the “"Closing Conditions”") have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) 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 impact, economic or otherwise, on any Investor that is different from the impact impact, economic or otherwise, on the other Investors in a manner that is materially adverse to such Investor without such Investor’s '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, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding of waivers or entering into amendments, unless such action has been approved by actions are in accordance with this Agreement. For the purposes of this Agreement, "Principal Investors" shall mean the PE Investors, Nanyan Zheng and Boquan He, and "Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived " shall mean at least five (subject to the above approval requirements), Parent, by action 5) of the Requisite Principal Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the The Requisite Investors acting jointly may cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent to comply with its their obligations, satisfy its their closing conditions or exercise its their rights under the Merger Agreement or any other action with respect to the Merger Agreement, including including, without limitation, determining that the conditions to closing specified in Sections 8.1 8.01, 8.02 and 8.2 8.03 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent or Merger Sub to amend the Merger Agreement in a way that by its terms has an impact impact, economic or otherwise, on any Investor that is different from disproportionate to the impact impact, economic or otherwise, 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 Requisite Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained agreement or condition in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or Merger unless such action has been approved in advance in writing by each of the Requisite Investors. Parent and Mxxxxx Sub agree not to take any other action with respect to the Merger Agreement Agreement, including granting or withholding any waiver or entering into any amendment, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, is taken in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter accordance with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereofthis Agreement.

Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing the Offer specified in Sections 8.1 and 8.2 Annex A of the Merger Agreement (the “Closing Offer Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Conditionof the Offer Conditions, amending or modifying the Merger Agreement (including Section 9.2(d)) and Agreement, determining to close consummate or extend the MergerOffer and accept shares of Common Stock for payment under the Offer, and designating members for appointment to the board of directors of the Company pursuant to Section 1A.3 of the Merger Agreement; 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 consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Offer Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Offer Condition, amend or modify the Merger Agreement or determine to close extend the MergerOffer or accept shares of Common Stock for payment under the Offer, or take any other action with respect to the Merger Agreement Agreement, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Offer Conditions are satisfied or validly waived (subject to the above approval requirements), and the Requisite Investors who will be funding Commitments upon acceptance for payment of shares of Common Stock pursuant to the Offer are prepared to do so, as evidenced in writing to the other Investors, then Parent, by action acting at the direction of the Requisite Investors, may, in its discretion, may terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof. Neither Parent nor any Investor may seek any damages or other remedies against any advisor of Parent or any Investor in connection with the Offer, the Merger or any related matter without the approval of the Requisite Investors. Any action so taken by an Investor against any advisor of Parent will be for the benefit of all Investors.