Common use of Available Funds and Financing Clause in Contracts

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of the New Sponsor Equity Commitment Letters from each Sponsor. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Holdco (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of the New Sponsor Equity Commitment Letters from each Sponsor. (b) As of the date hereof, (i) each a facility agreement, dated as of July 30, 2014 (the New Sponsor Equity Commitment Letters is in full force “Facility Agreement”), among Holdco, Parent, Merger Sub and effect and is a legalChina Minsheng Banking Corp., valid and binding obligation of Holdco Ltd., Hong Kong Branch (the “Lender”), pursuant to which the Lender has agreed, subject to the Bankruptcy terms and Equity Exception) andconditions therein, to provide debt financing to Merger Sub in the knowledge aggregate amount set forth therein (the “Debt Financing”), (ii) an equity commitment letter, dated as of ParentJuly 30, 2014 (the other parties thereto “Equity Commitment Letter”), from Yiheng Capital, LLC (the “Sponsor”), pursuant to which the Sponsor has committed, subject to the Bankruptcy terms and conditions therein, to purchase, or cause the purchase of, equity securities of Holdco up to the amount, in cash, set forth therein (the “Equity ExceptionFinancing”), and (iiiii) none the Rollover Agreement (together with the Facility Agreement and the Equity Commitment Letter, the “Financing Commitments”) pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions therein, to subscribe for equity securities of Holdco immediately prior to the Effective Time, and agreed to the cancellation of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification number of Shares held by each of them as set forth therein (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, together with the Debt Financing and the respective commitments contained in Equity Financing, the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (“Financing”), which shall be used to finance the consummation of the Merger and the other than as permitted by Section 6.07 or this Section 4.05)Transactions. Assuming (Ai) the Equity Financing is funded in full in accordance with the New Sponsor Equity Commitment LettersFinancing Commitments, and (Bii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.02(a) and Section 7.02 8.02(b) or the waiver of such conditions, Parent and Merger Sub will have available to them, as of the date hereofEffective Time, all funds necessary for the net proceeds payment to the Paying Agent of the Equity Financing contemplated by aggregate amount of the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub Exchange Fund and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated hereby and to pay all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained thereinexpenses. As of the date hereof, there the Financing Commitments are no side letters or other agreementsin full force and effect and are legal, Contracts or arrangements valid and binding obligations of Parent and/or Merger Sub (whether written or oral) to which Parent or any of its Affiliates is a party related subject to the funding or investingBankruptcy and Equity Exception) and, as applicableto the Knowledge of Parent, of the full amount of other parties thereto (subject to the Bankruptcy and Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingException). As of the date hereof, no event has occurred thatwhich, to the Knowledge of Parent, would, with or without notice, lapse of time or both, allow the rescission, termination or withdrawing of the obligations and commitments or would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, Parent or Merger Sub or any other parties thereto, or (II) prevent or materially delay under the other parties thereto from providing or fundingFinancing Commitments and which, as applicable, any portion in the case of the Equity Financing. As Facility Agreement, would permit the Lender to, in accordance with the terms and conditions thereof, not fund the full amount of the date of this AgreementDebt Financing; provided, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIhowever, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III ARTICLE IV. As of the date hereof, there are no side letters or compliance by other oral or written Contracts (including any other conditions precedent), in each case, to which Parent or Merger Sub is a party and related to the Company with its obligations hereunderfunding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company), and (iii) any other agreements that do not impact the conditionality or amount of the Financing. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) an executed commitment letter from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07, the “Debt Commitment Letter”) (which may be redacted with respect to provisions relating to fees and market flex provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein, together with, unless the context otherwise requires, any debt securities issued in lieu thereof, in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (as the same may be supplemented or amended from time to time in accordance with this Agreement, the “Equity Commitment Letters from Letters” and, together with the Debt Commitment Letter and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each Sponsorof the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing and/or, if applicable, the Alternative Financing, the “Financing”). (b) As of the date hereof, hereof (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions (including amounts payable in connection with the Consent Solicitation) upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (z) any customary engagement letter, fee letter and non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, and that, in the case of the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents, would permit the respective lenders thereunder to, in accordance with the respective terms and conditions thereof, not fund the full amount of the Debt Financing and/or, if applicable, the Alternative Financing upon satisfaction of the conditions set forth in Article VII, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Financing Documents or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company a true and complete copies copy of an executed equity commitment letter (the “Equity Commitment Letter”) from 北京信中利投资股份有限公司, a company organized and existing under the laws of the New PRC (the “Sponsor”), pursuant to which the Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Parent (the “Financing”). The Equity Commitment Letters from each Sponsor. (b) As Letter provides, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein. The proceeds of the date hereof, (i) each Financing shall be used to finance the consummation of the New Sponsor Transactions, including the Merger. Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any related Expenses required to be paid by Parent and Merger Sub in connection with the consummation of the Merger and the other Transactions. The Equity Commitment Letters Letter is in full force and effect and is a legal, valid and binding obligation of Holdco (subject to Parent and the Bankruptcy and Equity Exception) andSponsor. No event has occurred which, to with or without notice, lapse of time or both, would constitute a default or breach on the knowledge part of Parent, the Parent or Merger Sub or any other parties thereto (subject to thereto, under the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Letter. The Equity Commitment Letter has not been amended or modified and modified, no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, the obligations and the respective commitments contained in the New Sponsor Equity Commitment Letters Letter have not been withdrawn withdrawn, terminated or rescinded in any material respect (other than as permitted by Section 6.07 and no such withdrawal, termination or this Section 4.05)restriction is contemplated. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor The Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there There are no side letters or other oral or written contracts, agreements, Contracts arrangements or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party understanding related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingLetter. As of Between the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, hereof and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02Effective Time, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or and Merger Sub will not be satisfied need to enter into any new agreements and arrangements with unaffiliated third parties with respect to the provision of financing or that the Equity Financing will not be available funds in order to Parent or Merger Sub at the Effective Timesatisfy their obligations in this Agreement. For the avoidance of doubt, Parent it is not making any representation a condition to Closing under this Agreement or warranty regarding to the effect consummation of the inaccuracy of Merger, for Parent or Merger Sub to obtain the representations and warranties in Article III Financing or compliance by the Company with its obligations hereunderany alternative financing.

Available Funds and Financing. (a) Parent Sohu Game has delivered to the Company a true and complete copies copy of a commitment letter, dated as of January 23, 2020, from Industrial and Commercial Bank of China Limited, Tokyo Branch (“ICBC”) (the New Sponsor Equity Commitment Letters from each Sponsor“Financing Commitment”), pursuant to which ICBC has committed to lend to Sohu Game (the “Financing”), subject to customary conditions, an amount sufficient to fund in full the consummation of Merger and the other Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Financing Commitment Letters in the form delivered to the Company is in full force and effect and is a the legal, valid and binding obligation of Holdco Sohu Game (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge Knowledge of ParentSohu Game, the other parties thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), ; and (ii) none the lending commitment of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments ICBC contained in the New Sponsor Equity Financing Commitment Letters have has not been withdrawn or rescinded in any material respect (rescinded. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as permitted by Section 6.07 or this Section 4.05). expressly set forth in the Financing Commitment. (c) Assuming (Ai) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Commitment, and (Bii) the satisfaction of the conditions to the obligation obligations of Sohu Game and Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.01 and Section 7.02 8.02 or the waiver of such conditions, as of Sohu Game and Parent will have at and after the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be Closing funds sufficient for Merger Sub Parent and the Surviving Company to pay (1A) the Merger Consideration (including the aggregate Option Consideration, ) and (2B) any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Financing Commitment Letters contain contains all of the conditions precedent to the obligations of the parties thereunder thereunder, as applicable, to make the Equity Financing available to Holdco, Midco, Sohu Game or Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent Sohu Game has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Financing Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Sohu Game or Parent or Merger Sub at the Effective Timetime required to consummate the Merger and the other Transactions. For There are no side letters or other oral or written Contracts to which Sohu Game or any of its Affiliates is a party imposing conditions upon the avoidance of doubtfunding or investing, Parent is not making any representation or warranty regarding the effect as applicable, of the inaccuracy full amount of the representations and warranties Financing other than as expressly set forth in Article III or compliance by the Company with its obligations hereunderFinancing Commitment.

Available Funds and Financing. (a) Parent Merger Sub has delivered to the Company true and complete copies of (i) certain executed commitment letters from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07), (collectively, the “Debt Commitment Letters”) (which, in each case, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (the “Equity Commitment Letters” and, together with the Debt Commitment Letters and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each of the Sponsors or their respective Affiliates named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Merger Sub, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing and/or, if applicable, the Alternative Financing, the “Financing”). Each of the Equity Commitment Letters from each Sponsorprovides that the Company is an intended third party beneficiary thereof and entitled to enforce such Equity Commitment Letter in accordance with the terms and conditions thereof. The proceeds of the Financing shall be used to, among others, finance the consummation of the Transactions. Except as expressly set forth in the Financing Documents and the other Merger Sub Group Contracts, there are no side letters or Contracts to which Merger Sub is a party that affects the availability of or modifies, amends or expands the conditions to, or otherwise relates to the funding of the Financing or the transactions contemplated hereby. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Merger Sub (subject to the Bankruptcy and Equity Exception) and, to the knowledge of ParentMerger Sub, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated6.07), and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.056.07). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents and the Offshore Available Cash Amount will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are Merger Sub has no side letters or other agreements, Contracts or arrangements (whether written or oral) reason to which Parent or believe that any of its Affiliates is a party related the conditions to the funding Financing contemplated by the Financing Documents will not be satisfied or investing, as applicable, of the full amount of Financing will not be available to Merger Sub on the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingClosing Date. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute or reasonably be expected to result in a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco Merger Sub or, to the knowledge of ParentMerger Sub, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company a true and complete copies copy of an equity commitment letter, dated as of January 13, 2014 (the New Sponsor “Equity Commitment Letters Letter”), from each Sponsor. NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (b) As the “Sponsors”), pursuant to which the Sponsors have committed to purchase, or cause the purchase of, equity securities of Parent up to the date hereofamount, in cash, set forth therein (i) each of the New Sponsor “Equity Commitment Letters is in full force and effect and is a legalFinancing”), valid and binding obligation of Holdco (subject to the Bankruptcy terms and Equity Exception) andconditions therein, which shall be used to finance the knowledge consummation of Parent, the Merger and the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05)Transactions. Assuming (Ai) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, Letter and (Bii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.02(a) and Section 7.02 8.02(b) or the waiver of such conditions, Parent and Merger Sub will have available to them, as of the date hereofEffective Time, all funds necessary for the net proceeds payment to the Paying Agent of the Equity Financing contemplated by aggregate amount of the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub Exchange Fund and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated hereby and to pay all related fees and expenses associated therewithexpenses. The New Sponsor Equity Commitment Letters contain Letter is in full force and effect and is a legal, valid and binding obligation of Parent and the Sponsors. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Equity Commitment Letter. The Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Equity Commitment Letter have not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there There are no side letters or other agreements, oral or written Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements Letter. The parties hereto agree that do it shall not impact the conditionality, availability or amount of be a condition to Closing for Parent to obtain the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) the New executed equity commitment letter from the Sponsor or its Affiliate (the “Equity Commitment Letters from each SponsorLetter”) pursuant to which the Sponsor or its Affiliate named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”). (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Letter is in full force and effect and is a legal, valid and binding obligation of Holdco Parent (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Letter has not been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Letter have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05)respect. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersLetter, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Letter will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain Letter contains all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Equity Commitment Letter) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Letter on the part of Holdco Parent or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has On or prior to the date hereof, (i) Buyer 3, Buyer 4, Buyer 5, Buyer 6 and Buyer 7 have delivered to the Company Seller true and complete copies of duly executed commitment letters from the New financial institutions named therein attached hereto as Annex I (collectively, the “Debt Commitment Letters”), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the debt financing (through loans from financial institutions and/or the issuance or sale of debt securities, or otherwise) in connection with the transactions contemplated under this Agreement to fund all or any portion of the Aggregate Purchase Price (“Debt Financing”), and (ii) Buyer 1 and Buyer 2 have delivered to the Seller true and complete copies of duly executed equity commitment letter from the Sponsor or its Affiliates attached hereto as Annex II (the “Equity Commitment Letters from each SponsorLetter”, together with the Debt Commitment Letters, the “Financing Documents”) pursuant to which the Sponsor or its Affiliates have committed to, subject to the terms and conditions thereof, provide or cause to be provided the purchase price payable by Buyer 1 and Buyer 2 for purchasing Zhongxiao Shares and 7.5% ATA Online Shares, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The proceeds of the Financing will be used to finance the consummation of the transactions contemplated hereby. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a constitutes legal, valid and binding obligation obligations of Holdco the applicable Buyer (as applicable and subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”)) and, to the knowledge of Parentsuch Buyer, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (respect. Each of Buyer 3, Buyer 4, Buyer 5, Buyer 6 and Buyer 7 has fully paid any and all commitment fees or other than as permitted by Section 6.07 fees in connection with the Debt Commitment Letter that are payable on or this Section 4.05)prior to the date hereof. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub each Party to consummate the Merger transactions contemplated hereby as set forth in Section 7.01 6.01(a), Section 6.02(a) and Section 7.02 6.03(a), and the conditions to the obligation of the Buyers to consummate the transactions contemplated hereunder as set forth in Section 6.01(c), Section 6.02(c) and Section 6.03(c) or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents and the cash available to each Buyer will be sufficient for Merger Sub and the Surviving Company such Buyer to pay (1) its respective portion of the Merger ConsiderationAggregate Purchase Price, and (2) any all other amounts required to be paid in connection with the consummation of the Transactions transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub the Buyers on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent any Buyer or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (z) any customary engagement letter and non-disclosure agreements that do not impact the conditionality, availability conditionality or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco any Buyer, or, to the knowledge of Parentthe applicable Buyer, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreementhereof, subject to the accuracy none of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent Buyers has no any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Financing Documents or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub such Buyer at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunderapplicable Closing Date.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) certain executed commitment letters from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07), (collectively, the “Debt Commitment Letters”) (which, in each case, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (the “Equity Commitment Letters” and, together with the Debt Commitment Letters from and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each Sponsorof the Sponsors or their respective Affiliates named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing and/or, if applicable, the Alternative Financing, the “Financing”). The proceeds of the Financing shall be used to, among others, finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated), and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents and the Available Cash Amount will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (yx) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (zy) any customary engagement letter, fee letter and non-disclosure agreements that do not impact the conditionality, availability conditionality or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) an executed commitment letter from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07, the “Debt Commitment Letter”), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions (the “Debt Financing”) and (ii) executed equity commitment letters from the Sponsors (the “Equity Commitment Letters from Letters” and, together with the Debt Commitment Letter and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each Sponsorof the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing and/or, if applicable, the Alternative Financing, the “Financing”). The proceeds of the Financing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, hereof (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), ) and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, Financing Documents and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents will be sufficient for Merger Sub and the Surviving Company Corporation to pay (1) the Merger Consideration, Consideration and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (yx) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (zy) any customary engagement letter and non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatthat , with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, thereto or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreementhereof, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIIII hereof, and the satisfaction of the conditions set forth in Section 7.01 and 7.01and Section 7.027.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Financing Documents or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of executed equity commitment letters from the New Sponsor Sponsors (the “Equity Commitment Letters from Letters”) pursuant to which each Sponsorof the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein (the “Financing”). The proceeds of the Financing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, (i) each Each of the New Sponsor Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Parent and Holdco (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), ) and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05)respect. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, Letters and (B) the satisfaction of the conditions to the obligation of Parent and Merger Amalgamation Sub to consummate the Merger Amalgamation as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Parent, Amalgamation Sub and the Surviving Company Corporation to pay (1) the Merger Consideration, Amalgamation Consideration and (2) any all other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Amalgamation Sub on the terms and conditions contained therein. As of the date hereof, there There are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (yx) as expressly set forth in the New Sponsor Equity Commitment Letters and (zy) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no No event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under any of the New Sponsor Equity Commitment Letters on the part of Parent or Holdco or, to the knowledge of Parent, any other parties thereto, thereto or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreementhereof, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIIII hereof, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.027.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Amalgamation Sub will not be satisfied or that the Equity Financing will not be available to Holdco, Parent or Merger Amalgamation Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or non-compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company a true and complete copies copy of (i) the executed Equity Commitment Letter (the “Equity Commitment Letter”) pursuant to which certain sponsor has committed to purchase, or cause the purchase of, for cash, subject to terms and conditions thereof, equity securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”), and (ii) the executed Support Agreement. The proceeds of the New Sponsor Equity Commitment Letters from each SponsorFinancing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Letter and the Support Agreements, in the form so delivered (except for any such amendment or modification as permitted in accordance with Section 7.04(b)), is in full force and effect and is a legal, valid and binding obligation obligations of Holdco (subject Parent(subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge Knowledge of Parent, the other parties party thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of the New Sponsor Equity Commitment Letters Letter or Support Agreements has been amended or modified and no such amendment or modification is contemplated (other than except for any such amendment or modification as permitted by in accordance with Section 6.07 or this Section 4.05) is contemplated7.04(b)), and (iii) the respective commitments contained in the New Sponsor Equity Commitment Letters Letter or Support Agreements have not been withdrawn or rescinded in any material respect and no such withdrawal or rescission is contemplated (other than except for any such withdrawal or rescission or contemplated withdrawal or rescission as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith7.04(b)). The New Sponsor Equity Commitment Letters contain all of the There are no conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, of the full amount of the Equity Financing Financing, other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingLetter. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or, to the knowledge Knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or fundingparty thereunder, as applicable, any portion of under the Equity FinancingCommitment Letter or the Support Agreements. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and Assuming the satisfaction of the conditions set forth in Section 7.01 8.01 and Section 7.028.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Letter or that any of the conditions to of the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For time required to consummate the avoidance Transactions. (c) Pxxxxx and Merger Sub hereby acknowledge and agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Equity Financing and reaffirm their obligation to consummate the Transactions hereby in accordance with the terms herein, irrespective and independent of doubtthe availability of the Equity Financing. (d) Assuming the Equity Financing is funded in according with the Equity Commitment Letter and the transactions contemplated by the Support Agreements are consummated in accordance with the terms therein and after taking into account cash on hand of Parent, Merger Sub, the Company and its Subsidiaries, available lines of credit and other sources of immediately available funds available to Parent and Merger Sub, Parent is not making and Merger Sub will have at and after the Closing funds sufficient for Merger Sub and the Surviving Company to pay (A) the Merger Consideration and (B) any representation or warranty regarding other amounts required to be paid in connection with the effect consummation of the inaccuracy of Merger and the representations other Transactions upon the terms and warranties in Article III or compliance by the Company with its obligations hereunderconditions contemplated hereby and all related fees and expenses associated therewith.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of executed equity commitment letters from the New Sponsor Sponsors or their respective Affiliates (the “Equity Commitment Letters”), pursuant to which each of such Sponsors or its Affiliates named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Parent, up to the aggregate amount set forth therein (the “Financing”). Except as expressly set forth in the Equity Commitment Letters from each Sponsoror other Buyer Group Contracts, there are no side letters or Contracts to which Parent or Merger Sub is a party that affects the availability of or modifies, amends or expands the conditions to, or otherwise relates to the funding of the Financing or the transactions contemplated hereby. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Holdco Parent (as applicable and subject to the Bankruptcy and Equity Enforceability Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Enforceability Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated), and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, and after taking into account cash and other sources of immediately available funds available to Parent and Merger Sub, Parent and Merger Sub will have available to them, as of the date hereofEffective Time, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient all funds necessary for Parent, Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are Pxxxxx and Mxxxxx Sub have no side letters or other agreements, Contracts or arrangements (whether written or oral) reason to which Parent or believe that any of its Affiliates is a party related the conditions to the funding or investing, as applicable, of Financing contemplated by the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters will not be satisfied or the Financing will not be available to Parent and (z) any customary non-disclosure agreements that do not impact Merger Sub on the conditionality, availability or amount of the Equity FinancingClosing Date. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute or reasonably be expected to result in a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or, to the knowledge of ParentParent and Merger Sub, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) certain executed commitment letters from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07, (collectively, the “Debt Commitment Letters”), confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (as may be supplemented or amended from time to time in accordance with this Agreement, the “Equity Commitment Letters” and, together with the Debt Commitment Letters from and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each Sponsorof the Sponsors or their respective Affiliates has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing and/or, if applicable, the Alternative Financing, the “Financing”). The proceeds of the Financing will be used to, among other things, finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.056.07) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 6.07). Parent and Merger Sub have fully paid any and all commitment fees or this Section 4.05)other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of each Party to consummate the Merger as set forth in Section 7.01 and the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents and the Available Cash will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any all other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (z) any customary engagement letter and non-disclosure agreements that do not impact the conditionality, availability conditionality or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters Financing Documents on the part of Holdco Parent or Merger Sub or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreementhereof, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIIII hereof, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.027.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Financing Documents or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Holdco, Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or non-compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of the New Sponsor executed Equity Commitment Letters from pursuant to which each Sponsorof the Sponsor and Founder Entity has committed to purchase, or cause the purchase of, for cash or contributed equity, subject to terms and conditions thereof, equity securities of Parent, up to the aggregate amount set forth in the respective Equity Commitment Letter (together, the “Equity Financing”). The proceeds of the Equity Financing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters is are in full force and effect and is a are legal, valid and binding obligation obligations of Holdco Parent (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of the New Sponsor Equity Commitment Letters has have not been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated5.5), and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (respect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as permitted by Section 6.07 or this Section 4.05). expressly set forth in the Equity Commitment Letters. (c) Assuming (Ai) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (Bii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.1 and Section 7.02 8.2 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the date hereofEffective Time, all funds necessary for the net proceeds payment of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1A) the Merger Consideration, and (2B) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties theretothereunder, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of under the Equity FinancingCommitment Letters. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and Assuming the satisfaction of the conditions set forth in Section 7.01 8.1 and Section 7.028.2 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to of the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Timetime required to consummate the Transactions. For Each Equity Commitment Letter provides that the avoidance Company is a third party beneficiary thereto and entitled to the enforcement thereof, in each case in accordance with the terms and conditions thereof. There are no side letters or other oral or written contracts to which Parent or any of doubtits Affiliates is a party imposing conditions upon the funding or investing, Parent is not making any representation or warranty regarding the effect as applicable, of the inaccuracy full amount of the representations and warranties Equity Financing other than as expressly set forth in Article III or compliance by the Company with its obligations hereunderEquity Commitment Letters.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) an executed commitment letter from the New Sponsor financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07, the "Debt Commitment Letter"), confirming their respective commitments, subject to the terms and conditions therein, to provide or cause to be provided the debt amounts set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors (the “Equity Commitment Letters from Letters” and, together with the Debt Commitment Letter, the “Financing Documents”) pursuant to which each SponsorSponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions therein, equity securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). The proceeds of the Financing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect contemplated (other than as permitted by Section 6.07 or this Section 4.05), and the respective commitments contained in the Financing Documents have not been withdrawn or rescinded in any material respect. Parent and Merger Sub have fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section Sections 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Financing Documents will be sufficient for Merger Sub and the Surviving Company Corporation to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Financing Documents) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters Financing Documents and (z) any customary engagement letter and non-disclosure agreements that do not impact the conditionality, availability conditionality or amount of the Equity Financing. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or Merger Sub or, to the knowledge of Parent, any other parties theretothereunder, or (II) prevent or materially delay under the other parties thereto from providing or funding, as applicable, any portion of the Equity FinancingFinancing Documents. As of the date of this Agreementhereof, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIIII hereof, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.027.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Financing Documents or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of an executed equity commitment letter from the New Sponsor Founder or its Affiliate(s) (the “Equity Commitment Letters from each SponsorLetter”) pursuant to which the Founder or its Affiliate(s) named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Parent, up to the aggregate amount set forth therein (the “Financing”). (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Letter is in full force and effect and is a legal, valid and binding obligation of Holdco Parent or Merger Sub (as applicable and subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of the New Sponsor Equity Commitment Letters Letter has not been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated), and the respective commitments contained in the New Sponsor Equity Commitment Letters Letter have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersLetter, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditionsconditions and (C) the deposit of the Available Company Cash with the Paying Agent, the Parent and Merger Sub will have available to them, as of the date hereofEffective Time, all funds necessary for the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Parent, Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain Letter contains all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Equity Commitment Letter) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies copy of the New Sponsor executed Equity Commitment Letters from (the “Equity Commitment Letters”, and each Sponsoran “Equity Commitment Letter”) pursuant to which certain sponsors have committed to purchase, or cause the purchase of, for cash, subject to terms and conditions thereof, equity securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”). The proceeds of the Equity Financing shall be used to finance the consummation of the Transactions. (b) As of the date hereofEffective Time, (i) each of the New Sponsor Equity Commitment Letters Letter is in full force and effect and is a legal, valid and binding obligation obligations of Holdco Parent (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge of Parent, the other parties party thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05)respect. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the There are no conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, of the full amount of the Equity Financing Financing, other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingLetters. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or fundingparty thereunder, as applicable, under any portion of the Equity FinancingCommitment Letter. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and Assuming the satisfaction of the conditions set forth in Section 7.01 8.01 and Section 7.028.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to of the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For time required to consummate the avoidance Transactions. (c) Assuming the Equity Financing is funded in according with the Equity Commitment Letters and after taking into account cash on hand of doubtParent, Merger Sub, the Company and its Subsidiaries, available lines of credit and other sources of immediately available funds available to Parent and Merger Sub, Parent is not making and Merger Sub will have at and after the Closing funds sufficient for Merger Sub and the Surviving Company to pay (A) the Merger Consideration; and (B) any representation or warranty regarding other amounts required to be paid in connection with the effect consummation of the inaccuracy of Merger and the representations other Transactions upon the terms and warranties in Article III or compliance by the Company with its obligations hereunderconditions contemplated hereby and all related fees and expenses associated therewith.

Available Funds and Financing. (ai) Parent and Merger Sub have or will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger, the Debt Financing and the other transactions contemplated by this Agreement and to pay all related fees and expenses. (ii) Parent has delivered to the Company true (i) a true, correct and complete copies copy of an executed commitment letter (the “Debt Commitment Letter”) from the financial institution or institutions identified therein (the “Lender”) pursuant to which the Lender has committed to provide debt financing to Parent in an aggregate amount set forth therein, subject to the terms and conditions therein, and (ii) a true, correct and complete copy of an executed promissory note and guarantee (the “Promissory Note and Guarantee”) executed by Xx. Xxx and the Guarantor in favor of Parent pursuant to which Xx. Xxx has committed to unconditionally pay to the order of Parent in an aggregate amount set forth therein, which commitment is fully, unconditionally and irrevocably guaranteed by the Guarantor. The proceeds of both the Debt Commitment Letter and the Promissory Note and Guarantee shall be used to finance the consummation of the New Sponsor Equity Commitment Letters from each Sponsor. Merger and the other transactions contemplated by this Agreement (b) the “Debt Financing”). As of the date hereof, (i) each of neither the New Sponsor Equity Debt Commitment Letters is in full force Letter nor the Promissory Note and effect and is a legal, valid and binding obligation of Holdco (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Guarantee has been amended or modified and modified, no such amendment or modification is contemplated (other than as amendments or modifications that are permitted by Section 6.07 or this Section 4.05) is contemplated7.9(a)), and the respective obligations and commitments contained in the New Sponsor Equity Debt Commitment Letters Letter and the Promissory Note and Guarantee have not been withdrawn or rescinded in any material respect (respect. Parent or Merger Sub has fully paid any and all commitment fees or other than fees in connection with the Debt Commitment Letter and the Promissory Note and Guarantee that are payable on or prior to the date hereof. The Promissory Note and Guarantee has been duly, validly and legally authorized, executed, sealed and delivered as permitted a deed under the laws of the Cayman Island and, to the extent applicable, otherwise by Section 6.07 or this Section 4.05)each of Xx. Xxx, Parent and the Guarantor. Assuming (Ai) the Equity Debt Financing is funded in accordance with the New Sponsor Equity Debt Commitment Letters, Letter and the Promissory Note and Guarantee and (Bii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.2(a) and Section 7.02 8.2(b) or the waiver of such conditions, as of the date hereof, the net proceeds of from the Equity Debt Financing contemplated by will, in the New Sponsor Equity Commitment Letters will aggregate be sufficient for Merger Sub and the Surviving Company Corporation to pay (1) the Merger Consideration, aggregate of the Exchange Fund and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions transaction contemplated hereby and all to pay related fees and expenses associated therewithexpenses. Each of The Debt Commitment Letter and the Promissory Note and Guarantee is (i) in full force and effect as of the date hereof and (ii) a legal, valid and binding obligation of Parent, Merger Sub, Xx. Xxx and Guarantor (as applicable), and the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred, and as of the Effective Time, no event shall have occurred, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub, Xx. Xxx or Guarantor (as applicable) or, to the Knowledge of Parent, any other parties thereto, under the Debt Commitment Letter or the Promissory Note and Guarantee; provided, however, that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Section 6.1. As of the date hereof, Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the entire amount of the Debt Financing will not be available to Parent or Merger Sub at the Closing; provided, however, that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Section 6.1, or compliance by the Company of its obligations hereunder. The New Sponsor Equity Debt Commitment Letters contain Letter contains all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Debt Commitment Letter) to the obligations of the parties thereunder to make the Equity Debt Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Debt Financing other than (y) as expressly set forth in the New Sponsor Equity Debt Commitment Letters Letter and (z) Promissory Note and Guarantee and any customary engagement letter and non-disclosure agreements (copies of which have been delivered to the Company) that do not impact the conditionality, availability conditionality or amount of the Equity Debt Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true true, correct and complete copies of the New Sponsor executed equity commitment letters (the “Equity Commitment Letters”) pursuant to which each of Forebright Smart Connection Technology Limited and Mr. Zxxxxxx Xx (together, the “Sponsors”) have committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amount set forth therein (“Equity Financing”) and the Debt Commitment Letter. Each of the Commitment Letters from each Sponsorprovide, and will continue to provide, that the Company is a third-party beneficiary with respect to the provisions therein. (b) None of the Commitment Letters hast been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 6.15), and none of the obligations and commitments of any party thereto contained in the Commitment Letters has been withdrawn, terminated or rescinded in any respect, and no such withdrawal, termination, or restriction is contemplated. Assuming the accuracy of the representations and warranties set forth in Section 4.2 hereof (except for de minis inaccuracies), Parent and Merger Sub will have at and after the Closing funds sufficient to pay the aggregate Per Share Merger Consideration and related fees and expenses in connection with the Merger. The Commitment Letters are in full force and effect and are legal, valid and binding obligations of the parties thereto. As of the date hereof, (i) each no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the New Sponsor Equity Commitment Letters is in full force and effect and is a legalpart of any parties thereto, valid and binding obligation of Holdco (subject to under the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, . Parent and (B) the satisfaction Merger Sub do not have any reason to believe that any of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 Equity Financing or the waiver of such conditions, financing as of contemplated under the date hereof, the net proceeds of Debt Commitment Letter will not be satisfied or that the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will not be sufficient for available to Parent or Merger Sub and at the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewithClosing. The New Sponsor Equity Commitment Letters contain all of the conditions precedent (or, where applicable, refer to customary conditions precedent for a transaction of the nature contemplated by the Commitment Letters) to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained thereinunder the Equity Commitment Letters. As of the date hereof, there There are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary engagement letter and non-disclosure agreements that do not impact the conditionality, availability conditionality or amount of the Equity Financing. As of Between the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, hereof and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02Effective Time, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or and Merger Sub will not be satisfied need to enter into any new agreements or that arrangements with unaffiliated third parties with respect to the Equity Financing will not be available provision of financing or funds in order to Parent or Merger Sub at the Effective Timesatisfy their obligations in this Agreement. For the avoidance of doubt, Parent it is not making any representation a condition to Closing under this Agreement or warranty regarding the effect consummation of the inaccuracy of Merger, for Parent or Merger Sub to obtain the representations and warranties in Article III Equity Financing or compliance by the Company with its obligations hereunderany alternative financing.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of the New Sponsor Equity Commitment Letters from each Sponsor. (b) As of the date hereof, Assuming (i) each of the New Sponsor Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Holdco (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersLetter, (ii) the contributions contemplated by the Rollover Agreement are made in accordance with the terms of the Rollover Agreement and (Biii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.01 and Section 7.02 8.02 or the waiver of such conditionsconditions by Parent, Parent and Merger Sub will have available to them, as of or immediately after the date hereofEffective Time, all funds necessary at the net proceeds Effective Time for the payment to the Paying Agent of the Equity Financing contemplated by aggregate amount of the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub Exchange Fund and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Merger, the Financing and the other Transactions upon and to pay all related Expenses. (b) Parent has on or before the date hereof delivered to the Company true, correct and complete copies of (i) the executed equity commitment letter from the Sponsor (the “Equity Commitment Letter”), which provides, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein, pursuant to which the Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor therein, equity securities of Parent up to the aggregate amount set forth therein (the “Equity Commitment Letters contain all Financing” or the “Financing”), the proceeds of which shall be used to finance the consummation of the conditions precedent Merger and the other Transactions, subject to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein, and (ii) the Rollover Agreement. As of the date hereof, there are no side letters or other agreementsthe Equity Commitment Letter, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates in the form so delivered, is in full force and effect and is a party related legal, valid and binding obligation of Parent, Merger Sub and the other parties thereto, in each case, subject to the funding or investing, as applicable, Bankruptcy and Equity Exception. As of the full amount date hereof, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated, the obligations and commitments contained in the Equity Commitment Letter has not been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. As of the Equity Financing other than (y) as expressly set forth date hereof, the Rollover Agreement, in the New Sponsor Equity Commitment Letters form so delivered, is in full force and (z) any customary non-disclosure agreements that do not impact the conditionalityeffect and is a legal, availability or amount valid and binding obligation of the parties thereto (including the Rollover Stockholders), subject to the Bankruptcy and Equity FinancingException. As of the date hereof, the Rollover Agreement has not been amended or modified, no such amendment or modification is contemplated, no obligations or commitments contained in the Rollover Agreement have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. (c) As of the date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, Parent or Merger Sub or any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of under the Equity Financing. As of the date of this AgreementCommitment Letter; provided, subject to the accuracy of the representations and warranties of the Company set forth in Article IIIhowever, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III IV, or compliance by the Company with its obligations hereunder. As of the date hereof, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article IV, or compliance by the Company with its obligations hereunder. (d) The Equity Commitment Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. The parties hereto agree that it shall not be a condition to the Closing for Parent or Merger Sub to obtain the Financing. (e) There are no side letters or other oral or written Contracts containing any conditions to the funding of the full amount of the Financing other than as expressly set forth in the Equity Commitment Letter. Parent and Merger Sub, as applicable, have fully paid, or caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date hereof pursuant to the terms of the Equity Commitment Letter.

Available Funds and Financing. (a) Parent has delivered to the Company a true and complete copies copy of (i) the executed Equity Commitment Letter (the “Equity Commitment Letter”) pursuant to which certain sponsor has committed to purchase, or cause the purchase of, for cash, subject to terms and conditions thereof, equity securities of Parent, up to the aggregate amount set forth therein (the “Equity Financing”), and (ii) the executed Support Agreement. The proceeds of the New Sponsor Equity Commitment Letters from each SponsorFinancing shall be used to finance the consummation of the Transactions. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Letter and the Support Agreements, in the form so delivered (except for any such amendment or modification as permitted in accordance with Section 7.04(b)), is in full force and effect and is a legal, valid and binding obligation obligations of Holdco (subject Parent(subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions) and, to the knowledge Knowledge of Parent, the other parties party thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of the New Sponsor Equity Commitment Letters Letter or Support Agreements has been amended or modified and no such amendment or modification is contemplated (other than except for any such amendment or modification as permitted by in accordance with Section 6.07 or this Section 4.05) is contemplated7.04(b)), and (iii) the respective commitments contained in the New Sponsor Equity Commitment Letters Letter or Support Agreements have not been withdrawn or rescinded in any material respect and no such withdrawal or rescission is contemplated (other than except for any such withdrawal or rescission or contemplated withdrawal or rescission as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment Letters, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith7.04(b)). The New Sponsor Equity Commitment Letters contain all of the There are no conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party contingencies related to the funding or investing, as applicable, of the full amount of the Equity Financing Financing, other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity FinancingLetter. As of the date hereof, no event has occurred thatoccurred, which, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or, to the knowledge Knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or fundingparty thereunder, as applicable, any portion of under the Equity FinancingCommitment Letter or the Support Agreements. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and Assuming the satisfaction of the conditions set forth in Section 7.01 8.01 and Section 7.028.02 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters Letter or that any of the conditions to of the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For time required to consummate the avoidance Transactions. (c) Xxxxxx and Merger Sub hereby acknowledge and agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the Equity Financing and reaffirm their obligation to consummate the Transactions hereby in accordance with the terms herein, irrespective and independent of doubtthe availability of the Equity Financing. (d) Assuming the Equity Financing is funded in according with the Equity Commitment Letter and the transactions contemplated by the Support Agreements are consummated in accordance with the terms therein and after taking into account cash on hand of Parent, Merger Sub, the Company and its Subsidiaries, available lines of credit and other sources of immediately available funds available to Parent and Merger Sub, Parent is not making and Merger Sub will have at and after the Closing funds sufficient for Merger Sub and the Surviving Company to pay (A) the Merger Consideration and (B) any representation or warranty regarding other amounts required to be paid in connection with the effect consummation of the inaccuracy of Merger and the representations other Transactions upon the terms and warranties in Article III or compliance by the Company with its obligations hereunderconditions contemplated hereby and all related fees and expenses associated therewith.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) an executed commitment letter from the New Sponsor financial institution named therein (as the same may be amended or modified pursuant to Section 6.07), (the “Debt Commitment Letter”) (which may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), confirming its commitment, subject to the terms and conditions thereof, to provide or cause to be provided the debt amount set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) an executed equity commitment letter from Forebright (the “Equity Commitment Letters from each SponsorLetter” and, together with the Debt Commitment Letter or, if applicable the Alternative Financing Documents, the “Financing Documents”), pursuant to which Xxxxxxxxxx has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing or, if applicable, the Alternative Financing, the “Financing”). The proceeds of the Financing shall be used to, among others, finance the consummation of the Transaction. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent (as applicable and subject to the Bankruptcy and Equity Enforceability Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Enforceability Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended or modified and no such amendment or modification is contemplated (other than as permitted by Section 6.07 or this Section 4.05) is contemplated), and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn withdrawn, terminated or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) after taking into account cash and other sources of immediately available funds available to Holdco, Parent, Merger Sub and the satisfaction of the conditions to the obligation of Company, Parent and Merger Sub will have available to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditionsthem, as of the date hereofEffective Time, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient all funds necessary for Parent, Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. . (c) Parent or Merger Sub will pay, or cause to be paid, when due all fees arising under the Debt Commitment Letter as and when they become due and payable thereunder. (d) As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, knowledge of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereofParent, no event has occurred thatwhich, with or without notice, lapse of time or both, would either (I) or would be reasonably expected to constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco orMerger Sub, to the knowledge of Parent, or any other parties thereto, under the Financing Document; or (II) prevent would otherwise excuse or materially delay permit the other parties thereto from providing or funding, as applicable, financing sources under any portion of Financing Document to refuse to fund their respective obligations under the Equity FinancingFinancing Document. As of the date of this Agreement, subject to the accuracy of the representations Parent and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no Merger Sub do not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered delivered, on or prior to the date of this Agreement, to the Company true and complete copies of (i) the executed facility agreement with New Sponsor Age SP II, a segregated portfolio under New Age SPC, a Cayman Islands-registered segregated portfolio company (the “Lender”) (as the same may be amended or modified pursuant to ‎Section 6.07) (the “Facility Agreement”) (which may be redacted with respect to any provisions that would not reasonably be expected to affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), pursuant to which the Lender has agreed to lend the cash amount set forth therein for the purpose of financing the Merger Consideration and any other amounts required to consummate the Transactions (the “Debt Financing”), (ii) an executed equity commitment letter from Mx. Xxxxx Xxxxxxx and Rise Chain (the “Equity Commitment Letters from each SponsorLetter” and, together with the Facility Agreement and any definitive agreements executed pursuant to such Equity Commitment Letter and Facility Agreement, the “Financing Documents”), pursuant to which Mx. Xxxxx Xxxxxxx and Rise Chain have committed to subscribe, or cause to be subscribed for newly issued ordinary shares of Parent and to pay, or cause to be paid, to Parent an aggregate amount set forth therein for the purpose of financing the Merger Consideration and any other payment obligations in connection with the consummation of the Transactions (the “Equity Financing” and, together with the Debt Financing or, if applicable, the Alternative Financing, the “Financing”), and (iii) the Support Agreement. The Equity Commitment Letter provides, and will continue to provide, that the Company is a third-party beneficiary and entitled to enforce such Equity Commitment Letter in accordance with the terms and conditions set forth therein. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Documents and the Support Agreement, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Holdco (the parties thereto, subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception)Enforceability Exceptions, and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents and the Support Agreement has been amended or modified and no such amendment or modification (other than is contemplated except for any such amendment or modification as permitted by Section 6.07 or this Section 4.05) is contemplatedin accordance with ‎Section 6.07(c), and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents and the Support Agreement have not been withdrawn withdrawn, terminated or rescinded in any material respect (other than as permitted by Section 6.07 and no such withdrawal, termination or this Section 4.05)restriction is contemplated. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents and the transactions contemplated by the Support Agreement are consummated in accordance with the terms therein, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section ‎Section 7.01 and Section ‎Section 7.02 or if permissible, the waiver of such conditions, Parent and Merger Sub will have available to them, as of the date hereofEffective Time, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient all funds necessary for Parent, Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there There are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) with respect to which the Financing relating to Parent or any Merger Sub, on the one hand, and providers of its Affiliates is a party related the Debt Financing, on the other hand, other than those disclosed to the funding Company (including any Financing Documents (including any fee letter executed pursuant to the Financing Documents)). (c) Parent or investingMerger Sub has fully paid, or cause to be paid, any and all fees, if any, that are payable on or prior to the date hereof under the Facility Agreement and will pay when due all other fees arising under the Facility Agreement as applicable, of the full amount of the Equity Financing other than and when they become due and payable thereunder. (yd) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would either (I) or would be reasonably expected to constitute a material default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Merger Sub, Parent or any of their respective Affiliates, or, to the knowledge of Parent, any other parties thereto, under the Financing Documents; or, to the knowledge of Parent, would otherwise excuse or (II) prevent or materially delay permit the other parties thereto from providing or funding, as applicable, financing sources under any portion of Financing Documents to refuse to fund their respective obligations under the Equity FinancingFinancing Documents. As of the date of this Agreement, subject to the accuracy of the representations Parent and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no Merger Sub do not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For . (e) Parent and Merger Sub hereby acknowledge and agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the avoidance of doubtFinancing, Parent is not making any representation or warranty regarding and reaffirm their obligation to consummate the effect Transactions hereby, irrespective and independent of the inaccuracy availability of the representations Financing, on the terms and warranties subject to the conditions set forth in Article III or compliance by the Company with its obligations hereunderthis Agreement.

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of the New Sponsor Equity Commitment Letters from each Sponsor. (b) As of the date hereof, Assuming (i) each of the New Sponsor Equity Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Holdco (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05). Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, (ii) the contribution of Shares to Parent by the Rollover Stockholders pursuant to and in accordance with the Rollover Agreement and the Additional Rollover Agreements (if any), and (Biii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.01 and Section 7.02 8.02 or the waiver of such conditions, Parent and Merger Sub will have available to them, as of or immediately after the date hereofEffective Time, all funds necessary for the net proceeds payment to the Paying Agent of the Equity Financing contemplated by aggregate amount of the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub Exchange Fund and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Merger, the Financing and the other Transactions upon and to pay all related Expenses. (b) Parent has on or before the date hereof delivered to the Company true, correct and complete copies of (i) an executed equity commitment letter from each Sponsor (each, an “Equity Commitment Letter”) pursuant to which each Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions contemplated hereby therein, equity securities of Parent up to the aggregate amount set forth therein (the “Equity Financing”), the proceeds of which shall be used to finance the consummation of the Merger and all related fees the other Transactions, (ii) an executed debt commitment letter (the “Debt Commitment Letter”, and expenses associated therewith. The New Sponsor together with the Equity Commitment Letters contain all Letters, the “Financing Documents”), between Parent and Xxxxxx Xxx, Xxxxxx Xxxxxxxxxxxxx (Xxxx Xxxx) Limited, Bank of Taiwan, Cathay United Bank, Co., LTD., ICBC International Capital Limited and Maybank Investment Bank Berhad (collectively, the conditions precedent “Lender”), and the other parties thereto, pursuant to which the obligations of Lender has committed to provide, by itself or through is Affiliates, debt financing to Merger Sub in the parties thereunder to make aggregate amount set forth therein (the “Debt Financing”, and together with the Equity Financing available Financing, the “Financing”), subject to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein, the proceeds of which shall be used to finance the consummation of the Merger and the other Transactions, and (iii) the Rollover Agreement. As of the date hereof, there are each of the Financing Documents, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent, Merger Sub and the other parties thereto (other than the Lender) and, to the Knowledge of Parent, the Lender, in each case, subject to the Bankruptcy and Equity Exception. As of the date hereof, each of the Financing Documents has not been amended or modified, no side letters such amendment or other agreementsmodification is contemplated, Contracts the obligations and commitments contained in the Financing Documents have not been withdrawn, terminated or arrangements (whether written rescinded in any respect and no such withdrawal, termination or oral) to which restriction is contemplated. Parent or Merger Sub has fully paid any and all fees in connection with any Financing Document that are payable on or prior to the date hereof and will pay when due all other fees arising under the Financing Documents as and when they become due and payable thereunder. As of its Affiliates the date hereof, the Rollover Agreement, in the form so delivered, is in full force and effect and is a party related legal, valid and binding obligation of the parties thereto (other than the Rollover Stockholders) and, to the funding or investingKnowledge of Parent, as applicablethe Rollover Stockholders, in each case, subject to the Bankruptcy and Equity Exception. As of the full amount of date hereof, the Equity Financing other than (y) as expressly set forth Rollover Agreement has not been amended or modified, no such amendment or modification is contemplated, no obligations or commitments contained in the New Sponsor Equity Commitment Letters Rollover Agreement have been withdrawn, terminated or rescinded in any respect and no such withdrawal, termination or restriction is contemplated. (zc) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco Parent or Merger Sub or, to the knowledge Knowledge of Parent, any other parties thereto, or (II) prevent or materially delay under the other parties thereto from providing or fundingFinancing Documents; provided, as applicablehowever, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III IV. As of the date hereof, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article IV, or compliance by the Company with its obligations hereunder. Each of the Financing Documents contains all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Parent on the terms therein. The parties hereto agree that it shall not be a condition to the Closing for Parent or Merger Sub to obtain the Financing or the Alternative Debt Financing. (d) There are no side letters or other oral or written Contracts containing any conditions to the funding of the full amount of the Financing other than (i) as expressly set forth in the Financing Documents, and (ii) any customary engagement letter(s) and non-disclosure agreement(s).

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) an executed equity commitment letter (in form and substance reasonably acceptable to the New Company), dated as of the date hereof, from the Sponsor Equity Commitment Letters from each Sponsor(the “Financing Document”), pursuant to which the Sponsor has agreed, subject to the terms and conditions thereof, to provide the financing amounts set forth therein for the purpose of financing the Merger Consideration (the “Financing,” and any Person providing the Financing pursuant to the Financing Document(s) being a “Financing Source”), and (ii) the Support Agreements. Each of the Financing Document and the Support Agreements provides that the Company is a third-party beneficiary and entitled to enforce such Financing Document and Support Agreements in accordance with the terms and conditions set forth therein. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Financing Document and the Support Agreement, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Holdco the parties thereto (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions), and (ii) none of neither the New Sponsor Equity Commitment Letters Financing Document nor the Support Agreements has been amended or modified and no such amendment or modification (other than is contemplated except for any such amendment or modification as permitted by in accordance with Section 6.07 or this Section 4.05) is contemplated6.07(c), and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Document and the Support Agreements have not been withdrawn withdrawn, terminated or rescinded in any material respect (other than as permitted by Section 6.07 and no such withdrawal, termination or this Section 4.05)restriction is contemplated. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Document and the transactions contemplated by the Support Agreements are consummated in accordance with the terms therein, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 ‎7.01 and Section 7.02 ‎7.02 or the waiver of such conditions, as of immediately prior to the date hereofEffective Time, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters Parent and Merger Sub will be sufficient have available to them, all funds necessary for Parent, Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewiththerewith that are payable at the Effective Time. The New Sponsor Equity Commitment Letters contain Financing Document contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there There are no side letters or other agreements, Contracts or arrangements (whether written oral or oralwritten) to which Parent or any of its Affiliates is a party related to the funding Financing (except for customary engagement letters, if any and as applicable (a true and complete copy of each of which has been provided to the Company)) relating to Parent or investingMerger Sub, as applicableon the one hand, and providers of the full amount of Financing, on the Equity Financing other hand, other than the Financing Document. (yc) Parent or Merger Sub will pay when due all fees arising under the Financing Document as expressly set forth in the New Sponsor Equity Commitment Letters and when they become due and payable thereunder. (zd) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would either (I) or would be reasonably expected to constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco orMerger Sub, Parent or any of their respective Affiliates, or to the knowledge of Parent, any other parties thereto, under the Financing Document; or (II) prevent would otherwise excuse or materially delay permit the other parties thereto from providing or funding, as applicable, financing sources under any portion of Financing Document to refuse to fund their respective obligations under the Equity FinancingFinancing Document. As of the date of this Agreement, subject to the accuracy of the representations Parent and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no Merger Sub do not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For . (e) Parent and Merger Sub hereby acknowledge and agree that it shall not be a condition to Closing for Parent or Merger Sub to obtain the avoidance of doubtFinancing and reaffirm their obligation to consummate the Transactions hereby, Parent is not making any representation or warranty regarding the effect irrespective and independent of the inaccuracy availability of the representations Financing, on the terms and warranties subject to the conditions set forth in Article III or compliance by the Company with its obligations hereunderthis Agreement.

Available Funds and Financing. (ai) Parent and Merger Sub have or will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger, the Debt Financing and the other transactions contemplated by this Agreement and to pay all related fees and expenses. (ii) Parent has delivered to the Company true a true, correct and complete copies copy of an executed commitment letter (the “Debt Commitment Letter”) from the financial institution or institutions identified therein (the “Lender”) pursuant to which the Lender has committed to provide debt financing to Parent in an aggregate amount set forth therein, subject to the terms and conditions therein, the proceeds of which shall be used to finance the consummation of the New Sponsor Equity Commitment Letters from each Sponsor. Merger and the other transactions contemplated by this Agreement (b) the “Debt Financing”). As of the date hereof, (i) each of the New Sponsor Equity Debt Commitment Letters is in full force and effect and is a legal, valid and binding obligation of Holdco (subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Letter has not been amended or modified and modified, no such amendment or modification is contemplated (other than as amendments or modifications that are permitted by Section 6.07 or this Section 4.05) is contemplated7.9(a)), and the respective obligations and commitments contained in the New Sponsor Equity Debt Commitment Letters Letter have not been withdrawn or rescinded in any material respect (respect. Parent or Merger Sub has fully paid any and all commitment fees or other than as permitted by Section 6.07 fees in connection with the Debt Commitment Letter that are payable on or this Section 4.05)prior to the date hereof. Assuming (Ai) the Equity Debt Financing is funded in accordance with the New Sponsor Equity Debt Commitment Letters, Letter and (Bii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.2(a) and Section 7.02 8.2(b) or the waiver of such conditions, as of the date hereof, the net proceeds of from the Equity Debt Financing contemplated by will, in the New Sponsor Equity Commitment Letters will aggregate be sufficient for Merger Sub and the Surviving Company Corporation to pay (1) the aggregate of the Per Share Merger Consideration and the Per ADS Merger Consideration, and (2) the aggregate amount of consideration payable in respect of Dissenters Share in accordance with Section 5.2(f), any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions transaction contemplated hereby and all to pay related fees and expenses associated therewithexpenses. The New Sponsor Debt Commitment Letter is (i) in full force and effect as of the date hereof and (ii) is a legal, valid and binding obligation of Parent, Merger Sub and the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred, and as of the Effective Time, no event shall have occurred, which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other parties thereto, under the Debt Commitment Letters contain Letter; provided, however, that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Section 6.1. As of the date hereof, Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent or Merger Sub at the Closing; provided, however, that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Section 6.1, or compliance by the Company of its obligations hereunder. The Debt Commitment Letter contains all of the conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Debt Commitment Letter) to the obligations of the parties thereunder to make the Equity Debt Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Debt Financing other than (y) as expressly set forth in the New Sponsor Equity Debt Commitment Letters Letter and (z) any customary engagement letter and non-disclosure agreements (copies of which have been delivered to the Company) that do not impact the conditionality, availability conditionality or amount of the Equity Debt Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.

Available Funds and Financing. (a) Parent has delivered to the Company true true, accurate and complete copies of (i) certain executed commitment letters from the New Sponsor financial institutions named therein (as the same may be amended, supplemented, waived, modified or replaced pursuant to Section 6.07, collectively, the “Debt Commitment Letters”) and related fee letters (as the same may be amended, supplemented, waived, modified or replaced, pursuant to Section 6.07, collectively, the “Fee Letters”) which copy of any Fee Letter may be redacted to remove only the fees, economic terms and “market flex” terms (including economic flex terms) so long such redacted information does not adversely affect the conditionality, availability or aggregate principal amount of the Debt Financing on the Closing Date, confirming their respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions (the “Debt Financing”), (ii) an executed commitment letter from the purchasers named therein (as the same may be amended, supplemented, waived, modified or replaced pursuant to Section 6.07, the “Preferred Equity Commitment Letters Letter” and together with the Debt Commitment Letters, the “External Financing Commitments”), confirming their respective commitments, subject to the terms and conditions thereof, to invest directly or indirectly in Merger Sub the respective cash amounts set forth therein in connection with the Transactions (the “Preferred Equity Financing” and together with the “Debt Financing”, the “External Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (as the same may be supplemented or amended from time to time in accordance with this Agreement, the “Equity Commitment Letters” and, together with the External Financing Commitments and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each Sponsorof the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein (the “Equity Financing” and, together with the External Financing and/or, if applicable, the Alternative Financing, the “Financing”). (b) As of the date hereof, hereof (i) each of the New Sponsor Equity Commitment Letters Financing Documents is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception), and (ii) none of the New Sponsor Equity Commitment Letters Financing Documents has been amended amended, supplemented, waived or modified and no such amendment amendment, supplement, waiver or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in the New Sponsor Equity Commitment Letters Financing Documents have not been withdrawn or rescinded in any material respect (other than as permitted by Section 6.07 or this Section 4.05)) and no withdrawal or termination is contemplated. Parent and Merger Sub have fully paid or caused to be paid any and all commitment fees or other fees in connection with the Financing Documents that are payable on or prior to the date hereof and will pay in full any such fees and amounts due on or before the Closing Date. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersFinancing Documents, and (B) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 and Section 7.02 or the waiver of such conditions, as of the date hereof, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be sufficient for Merger Sub and the Surviving Company to pay (1) the Merger Consideration, and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The New Sponsor Equity Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunder.and

Available Funds and Financing. (a) Parent has delivered to the Company true and complete copies of (i) certain executed subscription agreement entered into by and among Parent and the New Sponsor Equity Commitment Letters from Sponsors (the “Subscription Agreement”) pursuant to which each Sponsorof the Sponsors will subscribe for, for cash, subject to the terms and conditions thereof, certain ordinary shares of Parent (the “Financing”), the proceeds of which will be used to, among other things, finance the consummation of the Merger and the other Transactions, (ii) certain executed loan agreement entered into between Vista Associates Corporation (“Vista”) and Ruhnn1106 Investment Limited (“Ruhnn1106”) pursuant to which Vista will extend a loan to Ruhnn1106 to be used exclusively to pay for Ruhnn1106’s subscription under the Subscription Agreement (the “Loan Agreement”), and (iii) the Rollover Agreement. Each of the Subscription Agreement, the Loan Agreement, the Limited Guarantees and the Rollover Agreement provides, and will continue to provide, that the Company is a third-party beneficiary with respect to the provisions therein. (b) As of the date hereof, (i) each of the New Sponsor Equity Commitment Letters Subscription Agreement, the Loan Agreement and the Rollover Agreement, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Holdco Parent and/or Merger Sub (as applicable and subject to the Bankruptcy and Equity Enforceability Exception) and, to the knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Enforceability Exception), and (ii) none of the New Sponsor Equity Commitment Letters Subscription Agreement, the Loan Agreement or the Rollover Agreement has been amended or modified and no such amendment or modification (other than as permitted by Section 6.07 or this Section 4.05) is contemplated, and the respective commitments contained in each of the New Sponsor Equity Commitment Letters Subscription Agreement, the Loan Agreement and the Rollover Agreement have not been withdrawn withdrawn, terminated or rescinded in any material respect (other than as permitted by Section 6.07 and no such withdrawal, termination or this Section 4.05)restriction is contemplated. Assuming (A) the Equity Financing is funded in accordance with the New Sponsor Equity Commitment LettersSubscription Agreement, and (B) the contributions, investments and other transactions contemplated by the Rollover Agreement are consummated in accordance with the terms of the Rollover Agreement, and (C) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 7.01 8.1 and Section 7.02 8.2 or the waiver of such conditions, as of Parent and Merger Sub will have, at or prior to the date hereofClosing, the net proceeds of the Equity Financing contemplated by the New Sponsor Equity Commitment Letters will be funds sufficient for Parent, Merger Sub and the Surviving Company to pay (1x) the aggregate Merger Consideration, Consideration and (2y) any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. (c) As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would be reasonably expected to constitute a default or breach on the part of Parent, Merger Sub or any other parties thereto, under the Subscription Agreement, the Loan Agreement or the Rollover Agreement; or would otherwise excuse or permit any of the Sponsors under the Subscription Agreement to refuse to perform their respective obligations under the Subscription Agreement, excuse or permit the Lender not to perform its obligations under the Loan Agreement, or excuse or permit the Rollover Shareholders or their respective Affiliates not to perform their respective obligations under the Rollover Agreement. As of the date of this Agreement, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time. (d) The New Sponsor Equity Commitment Letters contain Subscription Agreement contains all of the conditions precedent to the obligations of the parties thereunder to make the Equity Financing available to Holdco, Midco, Parent or Merger Sub on the terms and conditions contained therein. As of the date hereof, there are no side letters or other agreements, Contracts or arrangements (whether written or oral) to which Parent or any of its Affiliates is a party related to the funding or investingFinancing, as applicable, of the full amount of the Equity Financing other than (y) as expressly set forth in the New Sponsor Equity Commitment Letters and (z) any customary non-disclosure agreements that do not impact the conditionality, availability or amount of the Equity Financing. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would either (I) constitute a default or breach under the New Sponsor Equity Commitment Letters on the part of Holdco or, to the knowledge of Parent, any other parties thereto, or (II) prevent or materially delay the other parties thereto from providing or funding, as applicable, any portion of the Equity Financing. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the New Sponsor Equity Commitment Letters or that any of the conditions to the Equity Financing that are required to be satisfied by Parent or Merger Sub will not be satisfied or that the Equity Financing will not be available to Parent or Merger Sub at on the Effective Time. For the avoidance of doubt, Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in Article III or compliance by the Company with its obligations hereunderterms therein.