Common use of Call Option Clause in Contracts

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 of the TK Option Agreement shall be amended and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 The Parties agree that,Transferor may, by following the procedure set out in Clause 2.3, from time to time require the Receivables Trustee to reassign and release to the Transferor, for a consideration payable by the Transferor equal to the aggregate of (a) £1 (payable on each occasion when the said option is exercised) and (b) the further amount specified in Clause 2.2, all Defaulted Receivables existing at the option exercise time on Defaulted Accounts, if and to the extent that the same shall not have been reassigned and released to the Transferor pursuant to any earlier exercise of such option (any such Receivables being Assigned Defaulted Receivables). 2.1.1 2.2 Following the exercise of the option, the amount set out below will be payable to the Receivables, Trustee to be held and applied by the Receivables Trustee in accordance with the terms of the Receivables Trust Deed and Servicing Agreement in respect of the consideration for the assignment of such Assigned Defaulted Receivables to the Transferor under Clause 2.1 which shall comprise of the TK following (avoiding any double counting): (a) any amount, for the avoidance of doubt excluding Insurance Proceeds, received by the Transferor with respect to such Assigned Defaulted Receivables subsequent to the Option Agreement Exercise Time; and (b) any consideration payable by any third party, including debt collection agents, for the assignment of such Assigned Defaulted Receivables (net of any costs of the Transferor in connection with such sale), (each of (a) and (b) being the Sale Recoveries) and shall be amended and replaced paid into the Trustee Collection Account on the Transfer Date relating to the Monthly Period during which the Sale Recoveries were realised. For the avoidance of doubt, Sale Recoveries shall only be paid into the Trustee Collection Account to the extent that they have been received by the Transferor. 2.3 In order to exercise the option set out in its entirety to read as followsClause 2.1, the Transferor shall: 2.1 The Shareholder hereby grants (a) send a notice, substantially in the form of Schedule 1 (Form of Option Notice), to the Optionholder Receivables Trustee (the following Option:Option Notice) stating that at the opening of business (the Option Exercise Time) on a specified date (the Option Exercise Date) it requests the Receivables Trustee to reassign and release the property described in Clause 2.1 above; and 2.1.1 In consideration (b) (in respect of Defaulted Receivables other than Scottish Receivables) send an assignment agreement for the payment by Receivables Trustee to execute, substantially in the Optionholder form of Schedule 2 (Form of Option Assignment), (the Option Assignment) stating the amount of Defaulted Receivables (other than the Defaulted Receivables which are Scottish Receivables) to be reassigned and released to the Shareholder Transferor at the related Option Exercise Time; and (c) (in respect of Defaulted Receivables which are the sum Scottish Receivables) send a retrocession letter for the Receivables Trustee to execute, substantially in the form of HKD1 Schedule 3 (receipt Form of which is hereby acknowledgedRetrocession Letter), (the option Retrocession Letter) stating the amount of Defaulted Receivables (but not which are Scottish Receivables) to be retrocessed and released to the obligation), exercisable Transferor at any time during the related Option Period by service Exercise Time. 2.4 Upon receipt of an Option Notice, an Option Assignment and a Retrocession Letter (as applicable) referred to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the OptionClause 2.3, the Shareholder will become bound Receivables Trustee shall execute such Option Assignment and/or Retrocession Letter and notify the Transferor. On receipt of such notification there shall be a binding agreement to transfer or cause to transfer, and sell the Optionholder will become bound to accept Assigned Defaulted Receivables set out in the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, the Transferor shall pay the consideration by depositing the relevant amount in the Trustee Collection Account and shall indemnify and hold harmless the Receivables Trustee against all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 stamp duty, registration and 2.7 other similar taxes (but excluding tax as profits) arising on the sale of the TK Option Agreement shall be replaced by “Option Securities”Assigned Defaulted Receivables under this Deed. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 5.2.1 Upon the occurrence of an Event of Default: (i) the Shareholders who are not in Default (the "Non-Defaulting Shareholders") shall have the irrevocable right and option (the "Call Option") to purchase from the Defaulting Shareholder and the Defaulting Shareholder shall be required to sell, transfer and assign to the Non-Defaulting Shareholders all of the TK Option Agreement shall be amended Shares held by the Defaulting Shareholder that are fully paid following the offset procedure described in Clause 3.4.1 (the "Call Shares") in accordance with the terms of this Clause 5.2; and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration (ii) all of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option rights (but not the obligation)obligations) of the Defaulting Shareholder under this Agreement and By-laws which are not mandatorily granted to a shareholder under Mexican law shall immediately cease including, exercisable at any time during without limitation, the right to appoint members to the Board of Directors of the Corporation and the Defaulting Shareholder shall forthwith procure that all such Directors are removed from office and that such Directors, when offering their resignations to the Board of Directors, shall incorporate in their resignations an acknowledgement that they have no claims for loss of office or otherwise. All economic rights (such as the right to receive redemption proceeds and dividends) of the Defaulting Shareholder and contractual rights (such as the Pre-emptive Rights, Rights of First Offer and Tag-Along Rights) shall be deemed to have accrued to the Non-Defaulting Shareholders retroactively to the date of the Event of Default upon the final and definitive exercise of the Call Option Period by service of or an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on arbitration award confirming the exercise of the Option, Call Option and any amount payable pursuant to those economic rights shall be kept by the Shareholder will become bound to transfer or cause to transferCorporation pending such final determination, and the Optionholder will become bound Corporation shall be required to accept abstain from paying any amounts pursuant to such economic rights pending such final determination. 5.2.2 The Non-Defaulting Shareholders shall have the transfer ofright and option to purchase Call Shares: (i) in proportion to the number of Shares of such Class respectively held by such Non-Defaulting Shareholders calculated as a proportion of all issued and outstanding Shares of the particular Class less the Defaulting Shareholder's Shares of such Class, adjusted to give pro forma effect to the subscription pursuant to the BCI Option, and if none of the Non-Defaulting Shareholders hold any Shares of a Class of the Call Shares, in proportion to the number of Equity Shares held by such Non-Defaulting Shareholders, adjusted to give pro forma effect to the subscription pursuant to the BCI Option (the "Call Proportionate Entitlement") or (ii) a number of Call Shares which is less than its Call Proportionate Entitlement; and (iii) any of the Defaulting Shareholder's Shares of any Class, whether or not a Non-Defaulting Shareholder holds Shares of that Class, in excess of such Call Proportionate Entitlement which a Non-Defaulting Shareholder desires to purchase (the "Excess Call Shares") along with its Call Proportionate Entitlement provided that, solely for the purposes of this provision, until such time as the Allocable Shares are allocated between WorldTel and Holdco pursuant to the Trust Agreement, the relevant Allocable Shares shall be deemed to be held (i) by Holdco, if (x) Holdco is a Non-Defaulting Shareholder and (y) Holdco elects to exercise its Call Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) full with respect to the Shareholder percentage interest represented by such Allocable Shares, (ii) by WorldTel, if (xx) either one of the conditions set forth in (x) or (y) above is not met, and ▇▇▇ ▇▇▇▇(yy) WorldTel is a Non-Defaulting Shareholder, require or (iii) if neither (i) nor (ii) applies, by the Corporation (in effect, as if the Allocable Shares were not outstanding); and provided, further, that upon each exercise of a Call Option which requires the calculation of a Shareholder's Call Proportionate Entitlement (a) unless it is a Defaulting Shareholder, each of Holdco and WorldTel shall indicate, in its Purchase Notice for the exercise of its Call Option in respect of such Call Proportionate Entitlement, its preferred position (i) if it were deemed to hold the Allocable Shares, (ii) if the other Shareholder (excluding BCI) were deemed to procure Tun Kunghold the Allocable Shares, and (iii) if the Allocable Shares were deemed to belong to the Corporation; (b) Tun Kungunless it is a Defaulting Shareholder, to deliver and transfer to the OptionholderBCI shall indicate, in lieu of its Purchase Notice required for the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Call Option during in respect of such Call Proportionate Entitlement, its preferred position (i) if either Holdco or WorldTel were deemed to hold the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery ElectionAllocable Shares, and subject (ii) if the Allocable Shares were deemed to belong to the payment Corporation; and (c) with respect to each Shareholder, the preferred position indicated in its Purchase Notice that is consistent with the actual deemed status of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Allocable Shares shall be released the one used and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of terminationbinding upon such Shareholder.

Call Option. 2.1 The Parties agree that,(A) This clause 17.2 shall apply if an Event of Default set out in clauses 17.1(C) to 17.1(F) occurs (a “Call Option Trigger”) and is continuing in relation to any Shareholder (“Triggering Shareholder”). 2.1.1 Clause 2.1 of the TK Option Agreement shall be amended and replaced in its entirety to read as follows: 2.1 (B) The Shareholder hereby grants that is not itself subject to the Optionholder the following Option: 2.1.1 In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the a continuing Call Option Period by service of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it Trigger (the “Alternative Delivery ElectionNon-Triggering Shareholder”) may, acting reasonably and in good faith, give notice to the Triggering Shareholder (with a copy to the Company) that a Call Option Trigger is occurring and persisting and requiring it to sell or procure the sale of all of the Shares held by the Triggering Shareholder (the “Specified Shares”) to the Non-Triggering Shareholder at their Prescribed Value and ▇▇▇ ▇▇▇▇free from all encumbrances and together with all rights attaching to them (“Call Option Notice”). (C) The parties shall use all reasonable endeavours to determine or procure the determination of the Prescribed Value of the Specified Shares as soon as reasonably practicable after the giving of a Call Option Notice. (D) The Shareholder which has served a Call Option Notice may revoke the Call Option Notice within 10 Business Days after the Prescribed Value of the Specified Shares has been determined. If the Call Option Notice is revoked, require no further Call Option Notice may be served in respect of the circumstances comprising the relevant Call Option Trigger. (E) If the Call Option Notice is not revoked, the transfer of the Specified Shares shall be: (i) solely conditional upon (a) the Shareholder to procure Tun Kungobtaining of any anti-trust approvals or consents, (b) the obtaining of any other regulatory approvals and consents, and (c) the obtaining of any shareholder and/or third party consents, in any case, as are mandatorily required by law or regulation (including, without limitation, the Listing Rules) in connection with the proposed acquisition of the Specified Shares by the Non-Triggering Shareholder and their sale by the Triggering Shareholder; and (ii) completed in accordance with clause 18 (Completion of Transfers), after the determination of the Prescribed Value of the Specified Shares on the date being the later of: (a) 10 Business Days after the date on which all of the conditions described in clause 17.2(E)(i) have been satisfied (or waived (in whole or in part) by the Non-Triggering Shareholder); (b) Tun Kung, to deliver and transfer to 10 Business Days after the Optionholder, in lieu date of determination of the Option Shares to be delivered and transferred pursuant to such Prescribed Value of the relevant Shares; and (c) the date six months from the date of the Call Option Notice, all Alternative Delivery Shares. 2.1.2 References provided that if, at any time prior to “Option Shares” in Clauses 2.6 and 2.7 completion, the relevant Event of Default is remedied to the reasonable satisfaction of the TK Option Agreement Non-Triggering Shareholder then completion shall not occur and the rights of the Non-Triggering Shareholder to call the Specified Shares shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise terminated in respect of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Electionsuch Event of Default. If, and subject to the payment of the Option Price by An Ke to Lanbangabsent paragraph (c) above, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfertransfer of the Specified Shares would be required and the Non-Triggering Shareholder considers, the charge created in favor of An Ke in and acting reasonably, that any further delay would create a material risk to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfertransfer, each other Party’s obligations to it under the TK Option Agreement Non-Triggering Shareholder shall be discharged, entitled to serve a notice to that effect and the TK Option Agreement completion shall terminate, save that termination shall not affect a Party’s accrued rights and obligations take place on the date of termination or its rights and obligations arising as a result of terminationfalling 5 Business Days from such notice.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 4.1 MEC hereby purchases and acquires from each of the TK Option Agreement shall be amended ▇▇▇▇▇▇▇▇▇ LLCs, and replaced in its entirety to read as follows: 2.1 The Shareholder each of the ▇▇▇▇▇▇▇▇▇ LLCs hereby grants to MEC (and any wholly-owned subsidiary of MEC designated by MEC in writing), an exclusive, irrevocable option (the Optionholder the following "Call Option: 2.1.1 In consideration ") to acquire all of the payment by Option Shares from the Optionholder ▇▇▇▇▇▇▇▇▇ LLCs pursuant to the Shareholder terms and conditions of this Agreement. 4.2 Simultaneously with the execution of this Agreement, MEC shall pay the Option Grant Payment by wire transfer of immediately available funds to the account(s) designated by each of the sum ▇▇▇▇▇▇▇▇▇ LLCs in Section 14.10. The Option Grant Payment shall be allocable between the PRAI Option Shares and the LRAI Option Shares and between ▇▇▇▇▇▇ LLC and ▇▇▇▇▇ LLC on the basis set forth on Schedule 3.3. 4.3 Provided that the ▇▇▇▇▇▇ LLC Put Option and/or the ▇▇▇▇▇ LLC Put Option has not been exercised pursuant to Section 3 above, MEC may exercise the Call Option with respect to all (but not less than all) of HKD1 the Option Shares not previously purchased by MEC pursuant to Section 3 above, on a one-time basis, at any time beginning on the fourth (receipt 4th) annual anniversary date of this Agreement and ending on the Expiration Date, by giving written notice thereof (which notice shall include a calculation of the then current ▇▇▇▇▇▇ LLC Option Exercise Price and/or the then current ▇▇▇▇▇ LLC Option Exercise Price, as applicable, and if provided on a day other than an annual anniversary date of this Agreement, shall include evidence of a wire transfer of immediately available funds to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and/or the ▇▇▇▇▇ LLC Letter of Credit, as applicable, of the Partial Year Interest allocable to ▇▇▇▇▇▇ LLC and/or ▇▇▇▇▇ LLC, as applicable), to the ▇▇▇▇▇▇▇▇▇ LLCs (or solely to ▇▇▇▇▇▇ LLC if ▇▇▇▇▇ LLC has previously exercised the ▇▇▇▇▇ LLC Put Option or if notice is hereby acknowledgedbeing provided pursuant to subsection (ii) of this Section 4.3), the option Escrow Agent and the Issuer (the "MEC Exercise Notice"); PROVIDED, HOWEVER, that (i) if ▇▇▇▇▇▇ is terminated for "Good Cause" as defined in the JAD Employment Agreement, and such "Good Cause" determination is either undisputed by ▇▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that "Good Cause" exists, MEC may immediately exercise the Call Option with respect to all (but not less than all) of the Option Shares, regardless of whether such termination occurs prior to the fourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice, or (ii) if ▇▇▇▇▇▇ resigns from his employment under the JAD Employment Agreement without "Good Reason," and such resignation without "Good Reason" is either undisputed by ▇▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that no "Good Reason" exists, MEC may immediately exercise the Call Option with respect to all of the ▇▇▇▇▇▇ LLC Option Shares (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇▇▇ LLC Option Shares), regardless of whether such resignation occurs prior to the fourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice, or (iii) if (y) ▇▇▇▇▇ resigns from her employment under that certain Employment Agreement by and among ▇▇▇▇▇, require MEC, LRAI, PRAI and LRALP of even date herewith without "Good Reason," and such resignation without "Good Reason" is either undisputed by ▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that no "Good Reason" exists and (az) the Shareholder JAD Employment Agreement has been terminated (either by ▇▇▇▇▇▇ or Employer (as defined in the JAD Employment Agreement)) for any reason or is subsequently terminated (either by ▇▇▇▇▇▇ or Employer) for any reason, MEC may immediately exercise the Call Option with respect to procure Tun Kungall of the ▇▇▇▇▇ LLC Option Shares, and (b) Tun Kung, to deliver and transfer regardless of whether such resignation occurs prior to the Optionholderfourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice. 4.4 The Call Option Exercise Price shall be equal to Eighteen Million Three Hundred Twelve Thousand Six Hundred Fifty Dollars ($18,312,650.00) PLUS Interest thereon. The Call Option Exercise Price shall be allocated between the PRAI Option Shares and the LRAI Option Shares and between ▇▇▇▇▇▇ LLC and ▇▇▇▇▇ LLC on the basis set forth on Schedule 3.3. The ▇▇▇▇▇▇ LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against ▇▇▇▇▇▇ LLC in lieu accordance with Section 12.1 hereof. The ▇▇▇▇▇ LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against ▇▇▇▇▇ LLC in accordance with Section 12.2 hereof. 4.4.1 (i) Within ten (10) days after receipt of the MEC Exercise Notice with respect to the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced owned by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar ▇▇▇▇▇▇ LLC in accordance with Section 4.3, ▇▇▇▇▇▇ LLC shall submit the BVI Business Companies Act,2004 ▇▇▇▇▇▇ LLC Letter of Credit and all ▇▇▇▇▇▇ LLC Interest Letters of Credit to the Issuer, and it is acknowledged that the Issuer shall immediately pay (by wire transfer of immediately available funds) the full amounts of the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit; PROVIDED, HOWEVER, if ▇▇▇▇▇▇ LLC fails to submit the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit to the Issuer within ten (10) days after receipt of the MEC Exercise Notice, MEC may pay the ▇▇▇▇▇▇ LLC Option Exercise Price (as amended). 2.4 Each Party agrees that, calculated by MEC) by wire transfer of immediately available funds to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and upon the completion Escrow Agent's receipt of such payment, the Lufax Share Transfer, each other Party’s obligations to it under ▇▇▇▇▇▇ LLC Letter of Credit and the TK Option Agreement ▇▇▇▇▇▇ LLC Interest Letters of Credit shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of terminationautomatically cancelled.

Call Option. 2.1 The Parties agree that,(a) 2.1.1 Clause 2.1 (i) In consideration for the payment in full to the SEI Stockholders of the TK "Call Option Agreement Payment," as provided in Section 1.1(a)(ii) hereof, the SEI Stockholders hereby severally grant to the Management Company the right and option (the "Call Option") to purchase, upon the occurrence of any of the "Call Triggering Events" described below, (x) with respect to any Call Triggering Event which occurs prior to the Initial Public Offering, all, and not less than all, of the SEI Common Stock owned by the SEI Stockholders or any of their transferees (other than FBC); and (y) with respect to any Call Triggering Event which occurs thereafter, all Shares of the Successor Entity which, pursuant to Section 6(b) of the Strategic Stockholders Agreement, are deemed to be shares of SEI Common Stock and which are owned by the SEI Stockholders or any of their transferees (other than FBC and excluding Shares transferred pursuant to Section 3(a)(i) or 3(a)(ii) of the Strategic Stockholders Agreement); (the Shares subject to the Call Option are referred to herein as the "SEI Option Shares"). (ii) Concurrently with the execution and delivery of this Agreement, the Management Company has paid to the SEI Stockholders an aggregate of SIXTY- FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($64,500,000), in amounts set forth on Schedule 1.1(a) hereof, by wire transfer of immediately available funds to the bank accounts designated by the SEI Stockholders on Schedule 1.1(a) hereto (the "Initial Payment"). The Management Company agrees to pay, without offset, to the order of the SEI Stockholders, on or prior to June 30, 1996, an aggregate of an additional FIFTEEN MILLION SIX HUNDRED THOUSAND DOLLARS ($15,600,000) (the "Additional Payment"), together with interest on the unpaid balance thereof from February 20, 1996, to the extent that such amount has not been paid in full on or prior to February 20, 1996, at the rate of 7% per annum; any amounts paid by the Management Company pursuant to this sentence shall be amended applied first to any accrued but unpaid interest, with the balance applied against the unpaid amount of the Additional Payment. All payments with respect to the Additional Payment shall be made by wire transfer of immediately available funds to the bank accounts designated by the SEI Stockholders on Schedule 1.1(a) hereto, and replaced shall be allocated among the SEI Stockholders pro rata in its entirety the same percentages as the --- ---- percentage of the Initial Payment allocated to read each SEI Stockholder in Schedule 1.1 (a) hereto bears to the total aggregate Initial Payment. The sum of the Initial Payment, the Additional Payment, and interest, if any, payable thereon is referred to in this Agreement as the "Call Option Payment." (b) The "Call Triggering Events," and the time periods for delivery of election notices with respect thereto, shall be as follows: 2.1 The Shareholder hereby grants (x) death of Saban prior to the Optionholder the following Option: 2.1.1 In consideration 17th anniversary of the payment date of this Agreement -- 12 calendar months following death; (y) upon delivery of written notice by the Optionholder Management Company of exercise of the Call Option at any time on or after the seventh anniversary of the date of this Agreement and on or prior to the Shareholder seventeenth anniversary of the sum date of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable this Agreement -- notice may be given at any time during the Option Period period; or (z) upon receipt by service FBC of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, written notice from Saban of his election pursuant to an Alternative Delivery Election by Section 7(a)(i) of the Optionholder, all Alternative Delivery Shares; and on Strategic Stockholders Agreement to cause a Call Triggering Event hereunder -- notice must be given within 20 business days after receipt of Saban's notice. The date of the Call Triggering Event to which the exercise of the Option, Call Option relates shall be the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu "Effective Date" of the Option Shares to Call Option; provided, -------- that the Effective Date of a Call Triggering Event under (z), above, shall be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 the Effective Date of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment option under Section 7(a) of the Strategic Stockholders Agreement to which the notice effecting such Call Triggering Event relates. The failure or decision not to exercise the Call Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion occurrence of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination any Call Triggering Event shall not affect FBC's right to exercise the Call Option on any subsequent Call Triggering Event. (c) The Call Option Payment is payment in consideration for the grant of the Call Option, and shall not be a Party’s accrued rights and obligations on credit against, or a deduction from, the date purchase price payable to the SEI Stockholders upon the sale of termination or its rights and obligations arising as a result Shares pursuant to the exercise of terminationthe Call Option.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 19.1 Subject to clause 21 and the terms and conditions of the TK Structuring Considerations Agreement, the Call Option Agreement shall may be amended and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration of the payment exercised by the Optionholder to the GSK Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service period beginning on the date falling 15 years after the Completion Date, and the provisions of an Option Notice, clause 19.2 shall apply to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Call Option, . 19.2 The following provisions shall apply in respect of the Call Option: (A) the “Call Option” is the right of the GSK Shareholder will become bound to transfer or cause require that the Pfizer Shareholder sells to transferthe GSK Shareholder the entire legal and beneficial interest in all (but not some only) of the Pfizer Shareholder’s B Shares at the Buy-Out Price by serving a written notice to that effect on the Pfizer Shareholder (a “Call Option Notice”); (B) service of a Call Option Notice shall form a binding agreement between the GSK Shareholder and the Pfizer Shareholder under which the Pfizer Shareholder shall be obliged to sell, and the Optionholder will become bound GSK Shareholder shall be obliged to accept the transfer ofpurchase, the relevant Option Securities. 2.1.2 The Optionholder may entire legal and beneficial interest in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it all (the “Alternative Delivery Election”but not some only) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Pfizer Shareholder’s B Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of at the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, Buy-Out Price on and subject to the payment terms of this clause 19 and clause 20; (C) completion of such sale and purchase shall be conditional only upon the obtaining of: (i) anti-trust approvals or consents; (ii) other legal and/or regulatory approvals or consents; and (iii) shareholder consents (including, without limitation, any approval required from shareholders under the Listing Rules), in each case as are mandatorily required by Law in connection with any such sale and purchase (such conditions being the “Call Option Conditions”). The conditions within sub-clauses (i) and (ii) may be waived, in whole or in part, with the mutual consent of the GSK Shareholder and the Pfizer Shareholder. In the event that it is impracticable to obtain any required approval or consent, the Shareholders agree to conduct good faith discussions and act reasonably to establish an alternative basis for closing the sale and purchase of the Pfizer Shareholder’s B Shares, including any carve-out or close-around arrangement (including an arrangement that enables the Pfizer Shareholder’s B Shares to be sold at the price required by this agreement, but for any businesses in problematic jurisdictions to continue to be held within a joint venture pending its subsequent transfer to the GSK Shareholder or a member of its Group for nil consideration), in each case to the extent permitted by applicable Law; (D) the Shareholders shall (and shall procure that each member of their respective Group and members of the Company’s Group shall) cooperate with one another (acting reasonably) with a view to satisfying the Call Option Price by An Ke to LanbangConditions as soon as reasonably practicable, Lanbang and the GSK Shareholder shall, and shall cause the members of its Group to, use all reasonable endeavours to obtain all required consents and direct Tun Kung approvals as soon as reasonably practicable; (E) if any Shareholder or any member of its Group is required by Law to obtain the approval of its shareholders (and Tun Kung shalland/or the shareholders of any member of its Group) as provided in clause 19.2(C)(iii), transfer the relevant shareholder meeting shall be held as soon as reasonably practicable and in any event within 65 Business Days following the date of the Call Option Notice, and such Shareholder shall use all reasonable endeavours to An Keobtain such approval, including procuring that, save to the extent that the board of GSK (or the relevant member of its Group) determines in good faith (after consultation with its legal counsel) that the same would be inconsistent with its fiduciary duties, the board of GSK or Pfizer (as applicable) (or the relevant member of its Group) makes its Board Recommendation and includes such Board Recommendation in the circular that is prepared and published in connection with such meeting and does not withdraw, withhold, change, amend, qualify or modify in a manner adverse to the other Shareholder, or publicly propose to withdraw, withhold, change, amend, qualify or modify in a manner adverse to the other Shareholder, the Board Recommendation, or make any public announcement or statement inconsistent with the Board Recommendation; (F) each Shareholder and the Company shall, upon reasonable request by the other Shareholder, procure that: (i) all Alternative Delivery Sharesnecessary information and assistance reasonably required by GSK and/or the GSK Shareholder or Pfizer and/or the Pfizer Shareholder to make and obtain all such anti-trust filings and clearances which are necessary for the completion of the GSK Shareholder’s acquisition of all of the Pfizer Shareholder’s B Shares shall be provided as soon as reasonably practicable to the requesting Shareholder or, as the case may be, the relevant regulatory authority by members of their respective Groups; and (ii) all information related to members of GSK’s Group, Pfizer’s Group or the Company’s Group that is required by Law to be included in a shareholder circular and any associated documentation (along with all confirmations of such information as are required by applicable Law) shall be provided as soon as reasonably practicable to the requesting Shareholder or, as the case may be, the relevant regulatory authority by members of their respective Groups; (G) completion of the sale and purchase shall take place (unless another date is mutually agreed by the Shareholders in writing): (i) if there are any Call Option Conditions applying in respect of the sale and purchase, [***]: (a) [***]; and (b) [***]; or (ii) [***], and any such completion shall take place in accordance with clause 20; and (H) [***]. 2.3 An Ke agrees that, concurrently with and subject 19.3 Immediately prior to the completion of the Lufax Share Transfersale and purchase pursuant to this clause 19, the charge created in favor of An Ke in and to Option Shares GSK Shareholder shall be released and to procure that the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar Company applies any Readily Available Cash in accordance with the BVI Business Companies Act,2004 (as amended)Part C of Schedule 2. 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 (i) In addition to the other remedies that are available to the Members under this Agreement, if (A) a Defaulting Member is in Payment Default for any reason other than failure to make a Required Contribution after the In Service Date for a Required Upgrade with a value greater than [_______] for which at least Supermajority Consent of the TK Board was not obtained, or (B) the Non-Defaulting Members are entitled to exercise the Call Option Agreement shall be amended and replaced in its entirety pursuant to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledgedSection 8.1(b), the Non-Defaulting Members (in proportion to the respective Percentage Interests of the electing Non-Defaulting Members or in such other proportions as such Non-Defaulting Members shall agree) shall have the option (the “Call Option”) to purchase all (but not less than all) of the obligation)Defaulting Member’s Membership Interests at an aggregate purchase price (the “Call Option Purchase Price”) equal to the lesser of (1) eighty percent (80%) of the result of all Capital Contributions made by such Defaulting Member, exercisable at any time during the Option Period by service less all distributions of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election Available Cash made by the Optionholder, all Alternative Delivery SharesCompany to such Defaulting Member; and on (1) the Fair Market Value of all of the Defaulting Member’s Membership Interests. (ii) Each Non-Defaulting Member shall have a period of thirty (30) days from the date of such Payment Default to deliver written notice to the Members of its exercise of the Call Option (each a “Call Notice”). If more than one Non-Defaulting Member exercises the Call Option, each exercising Non-Defaulting Member shall have the Shareholder will become bound right to transfer buy its pro rata share of the Defaulting Member’s Membership Interests (based on the relative Percentage Interests of the exercising Non-Defaulting Members (or cause to transfer, and in such other proportions as the Optionholder will become bound to accept Non-Defaulting Members may agree)). If any Non-Defaulting Member does not exercise the transfer ofCall Option within such thirty (30) day period, the relevant Call Option Securitieswith respect to such Default shall be irrevocably waived by such Member. 2.1.2 The Optionholder may in its sole discretion by making a written election (iii) Subject to any extension for necessary regulatory approvals, any purchase of Membership Interests pursuant to this Section 4.12(c) shall be consummated within twenty (20) Business Days after delivery of the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”Call Notice. Any purchase of Membership Interests pursuant to this Section 4.12(c) to the Shareholder and ▇▇▇ ▇▇▇▇, shall require (aA) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Call Option Purchase Price by An Ke to Lanbangbe paid in cash, Lanbang shall cause and direct Tun Kung (A) no representation or warranty other than with respect to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion ownership of the Lufax Share TransferDefaulting Member’s Membership Interests and such Membership Interests being free and clear of all liens and other encumbrances, (A) a covenant with respect to historical tax obligations or reimbursements and other customary covenants. Customary covenants shall not include non-cash consideration for the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release purchase of such charge with Membership Interests and (A) the BVI Registrar delivery of an Additional Guaranty Agreement in accordance with the BVI Business Companies Act,2004 (as amended)Article VIII to replace any applicable JOA Guaranty Agreement. 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 The Parties agree that,(A) This clause 17.3 shall apply if the Non-Defaulting Shareholder has issued a Call Option Notice in accordance with clause 17.2(E)(i) above. Any rights granted under this clause 17.3 to the Non-Defaulting Shareholder are additional to any rights the Non-Defaulting Shareholder has under clause 17.4. 2.1.1 Clause 2.1 (B) Following the issuance of the TK Option Agreement shall be amended and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Call Option Notice, the parties shall use all reasonable endeavours to purchase, (a) all determine or procure the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise determination of the OptionPrescribed Value of the Specified Shares as soon as reasonably practicable after the giving of a Call Option Notice. (C) The Non-Defaulting Shareholder may revoke the Call Option Notice within 10 Business Days after the Prescribed Value of the Specified Shares has been determined. If the Call Option Notice is revoked, no further Call Option Notice may be served in respect of the same fact, matter or circumstances giving rise to the Event of Default. (D) If the Call Option Notice is not revoked, the Shareholder will become bound to transfer or cause to transfer, and of the Optionholder will become bound to accept the transfer of, the relevant Option Securities.Specified Shares shall be: 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”i) to the Shareholder and ▇▇▇ ▇▇▇▇, require solely conditional upon (a) the Shareholder to procure Tun Kungobtaining of any anti-trust approvals or consents, (b) the obtaining of any other regulatory approvals and consents, and (c) the obtaining of any shareholder and/or third party consents, in any case, as are mandatorily required by law or regulation in connection with the proposed acquisition of the Specified Shares by the Non-Defaulting Shareholder and their sale by the Defaulting Shareholder; and (ii) completed in accordance with clause 18 (Completion of Transfers), after the determination of the Prescribed Value of the Specified Shares on the date being the later of: (a) 10 Business Days after the date on which all of the conditions described in clause 17.3(D)(i) have been satisfied by the Non-Defaulting Shareholder); and (b) Tun Kung10 Business Days after the date of determination of the Prescribed Value of the relevant Shares, to deliver and transfer to the Optionholderand, in lieu any event, must have completed in accordance with clause 18 (Completion of Transfers) within 12 months from the date of the Option Shares to be delivered and transferred pursuant to such Call Option Notice, all Alternative Delivery Shares. 2.1.2 References (E) If, at any time prior to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfertransfer of the Specified Shares, the charge created in favor relevant Event of An Ke in Default is remedied to the reasonable satisfaction of the Non-Defaulting Shareholder (acting reasonably) then completion shall not occur and the rights of the Non-Defaulting Shareholder to Option call the Specified Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs terminated in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release respect of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended)Event of Default. 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 18.1 The Parties agree that, 2.1.1 Clause 2.1 of the TK Option Agreement shall be amended and replaced in its entirety to read as follows: 2.1 The Shareholder Receivables Trustee hereby grants to the Optionholder Transferor the option set out in Clause 18.2 below. 18.2 The Transferor may, by following Option: 2.1.1 In the procedure set out in Clause 18.4 below, from time to time require the Receivables Trustee to assign to the Transferor, for a consideration of (pound)1 (payable on each occasion when the payment by said option is exercised into the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledgedTrustee Collection Account), all Defaulted Receivables existing at the option (but not the obligation)exercise time on Defaulted Accounts, exercisable at any time during the Option Period by service of an Option Notice, to purchase, (a) all the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released if and to the extent that such charge has the same shall not have been registered with assigned to the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary Transferor pursuant to file a notice of satisfaction or release any earlier exercise of such charge option (any such Receivables being "ASSIGNED DEFAULTED RECEIVABLES"). 18.3 Following the exercise of the option, the amount set out below will be payable in respect of any Offer made in accordance with Clauses 2.1 to 2.3 (avoiding any double counting): (a) any amount, for the BVI Registrar avoidance of doubt excluding Insurance Proceeds, received by the Transferor with respect to such Assigned Defaulted Receivables; and (b) any consideration payable by a third party for the assignment of such Assigned Defaulted Receivables (net of any costs of the Transferor in connection with such sale) (each of (a) and (b) being the "SALE RECOVERIES") which, in accordance with the BVI Business Companies Act,2004 (as amended)obligation set out in Clauses 2.1 to 2.3, shall be paid into the Trustee Collection Account on the Transfer Date relating to the Monthly Period during which the Sale Recoveries were realised. For the avoidance of doubt, Sale Recoveries shall only be paid into the Trustee Collection Account to the extent that they have been received by the Transferor. 2.4 Each Party agrees that18.4 In order to exercise the option set out in Clause 18.2 above, upon the completion Transferor shall: 18.4.1 send a notice, substantially in the form of Schedule 3 to the Receivables Trust Deed and Servicing Agreement, to the Receivables Trustee (the "OPTION NOTICE") stating that on a specified date (the "OPTION EXERCISE DATE") it shall require the Receivables Trustee to assign the property described in Clause 18.2 above; and 18.4.2 send an assignment agreement for the Receivables Trustee to execute, substantially in the form of Schedule 3 to the Receivables Trust Deed and Servicing Agreement, (the "OPTION ASSIGNMENT") stating the Outstanding Face Amount of the Lufax Share Transfer, each other Party’s obligations Defaulted Receivables to it under be assigned to the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations Transferor on the date related Option Exercise Date. 18.5 Upon receipt of termination or its rights an Option Notice and obligations arising as a result of terminationan Option Assignment referred to in Clause 18.4 above, the Receivables Trustee shall execute such Option Assignment.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 (a) Subject to (i) the consummation of the TK Option Agreement Closing and (ii) there shall be amended and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a Governmental Authority prohibiting or otherwise restraining such exercise of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged)Call Option, the option (but not the obligation), exercisable at any time during the Option Period by service Period, Apeiron shall, subject to the terms and conditions of an Option Noticethis Agreement, to including Section 4(f), have the right to, on one or more occasions, purchase, and to cause Sponsor to sell, or cause the sale of, and Sponsor shall, upon exercise of such right by Apeiron (aas set out below), sell up to 100%, but no less than 80%, of Sponsor Securities that Sponsor is authorized to deliver to Apeiron, free and clear of all Liens, other than (i) all generally applicable restrictions on transfer under applicable securities Laws, (ii) restrictions on transfer under this Agreement, the Business Combination Agreement, the Ancillary Agreements, and the agreements disclosed in Schedule A and this Agreement, and (iii) restrictions on transfer disclosed under the Acquiror SEC Filings (including the lock-up provisions disclosed under the Prospectus), at a price determined in accordance with Section 4(c) (the “Call Option” and such consideration, the “Call Option Shares or (b) in lieu thereofConsideration”), pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on providing written notice of the exercise of the OptionCall Option (the “Call Option Notice”) to Sponsor in the form attached as Exhibit D, which Call Option Notice shall be unconditional and irrevocable. Notwithstanding the foregoing, following any Put Option Notice, Apeiron shall only be required to exercise the Call Option with respect to 80% of (x) the Sponsor Securities minus (y) the amount of Sponsor Securities as to which the Put Option has been exercised, which amount, in addition to any Sponsor Securities as to which the Put Option has been exercised, shall be no greater than the amount of Sponsor Securities that the Sponsor is authorized to sell to Apeiron; and provided further, that, if the total Put Option Consideration is less than the Deposit, the Shareholder will become bound to transfer or cause to transfer, difference between the Deposit and the Optionholder will become bound Put Option Consideration shall be deducted from the Call Option Consideration that is payable by Apeiron. (b) Within two Business Days of receipt by Sponsor of the Call Option Notice, Sponsor shall deliver to accept Apeiron a written response (the transfer of“Call Option Response”), which written response shall set forth the relevant number of Sponsor Securities that Sponsor is authorized to deliver to Apeiron on the Call Option Closing Date (the “Call Option Authorized Sponsor Securities”). For the avoidance of doubt, in no event shall the Call Option Authorized Sponsor Securities represent less than 78% of the Sponsor Securities. 2.1.2 (c) The Optionholder may Call Option Consideration payable to Sponsor in its sole discretion respect of the purchase by making Apeiron of the Call Option Authorized Sponsor Securities shall be the difference of: (1) the dollar amount set forth on Exhibit B under the column titled “Call Option Consideration” opposite the percentage that is equal to the Pool Percentage, multiplied by (2) a written election for percentage equal to (A) the Alternative Delivery Shares in an amount of Sponsor Securities sold by Sponsor to Apeiron on the relevant Call Option Notice delivered Closing Date, divided by it (B) the Pool (such percentage, the “Alternative Delivery ElectionCall Portion”); and B. the Deposit. (d) to the Shareholder and ▇▇▇ Following receipt by ▇▇▇▇▇▇▇ of the Call Option Response, require Sponsor and ▇▇▇▇▇▇▇ shall consummate the sale and purchase of the Call Option Authorized Sponsor Securities as soon as reasonably practicable (aand in any event no later than two Business Days following the receipt of the Call Option Response by Apeiron) (the Shareholder “Call Option Closing Date”). (e) Subject to procure Tun Kungdelivery of the Call Option Response identifying the Call Option Consideration pursuant to Section 4(c), on the Call Option Closing Date, (i) Apeiron will pay, or cause to be paid, to Sponsor, by wire transfer of immediately available funds, an amount equal to the Call Option Consideration, and deliver a certificate signed on behalf of Apeiron by a duly authorized officer of Apeiron (bsolely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the representations and warranties set forth in Section 5(a) Tun Kungshall be true and correct as of the Call Option Closing Date and (ii) Sponsor shall deliver, or cause to be delivered, to deliver Apeiron (A) an instrument of transfer in the form requested by the transfer agent and transfer reasonably acceptable to ▇▇▇▇▇▇▇; provided that, such securities so delivered may contain such legends as are required by applicable securities Law and the Optionholder, in lieu related rules and regulations thereunder and (B) a Sponsor Closing Certificate as of the Call Option Closing Date. (f) The Call Option shall automatically expire and shall not be exercisable following expiration of the Option Shares to be delivered Period. (g) If Apeiron serves a Call Option Notice and transferred pursuant to such Sponsor serves a Put Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of then the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an first-served Call Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the or Put Option Price by An Ke to Lanbang, Lanbang Notice shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Sharestake precedence. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.

Call Option. 2.1 The Parties agree that,Transferor may, by following the procedure set out in Clause 2.2 and subject to the conditions set out in Clause 2.4, from time to time require the Receivables Trustee to reassign and release to the Transferor all Receivables other than Defaulted Receivables arising on the Designated Accounts specified in the Option Notice referred to in Clause 2.2 (any such Receivables being Assigned Non- Defaulted Receivables) for a consideration payable by the Transferor equal to the aggregate principal balance of the Principal Receivables arising on those Designated Accounts. 2.1.1 2.2 In order to exercise the option set out in Clause 2.1, the Transferor shall: (a) send a notice, substantially in the form of Schedule 1 (Form of Option Notice), to the Receivables Trustee (the Option Notice) stating that at the opening of business (the Option Exercise Time) on a specified date (the Option Exercise Date) it requests the Receivables Trustee to reassign and release the property described in Clause 2.1 above; and (b) (in respect of Receivables other than Scottish Receivables) send an assignment agreement for the TK Receivables Trustee to execute, substantially in the form of Schedule 2 (Form of Option Agreement shall Assignment), (the Option Assignment) stating the amount of Receivables (other than the Scottish Receivables) to be amended reassigned and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants released to the Optionholder Transferor at the following Option:related Option Exercise Time; and 2.1.1 In consideration (c) (in respect of Scottish Receivables) send a retrocession letter for the payment by Receivables Trustee to execute, substantially in the Optionholder form of Schedule 3 (Form of Retrocession Letter), (the Retrocession Letter) stating the amount of Receivables (which are Scottish Receivables) to be retrocessed and released to the Shareholder of Transferor at the sum of HKD1 (related Option Exercise Time. 2.3 Upon receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, an Option Assignment and a Retrocession Letter (as applicable) referred to purchasein Clause 2.2, (a) all the Receivables Trustee shall execute such Option Assignment and/or Retrocession Letter and notify the Transferor. On receipt of such notification there shall be a binding agreement to sell the Assigned Receivables set out in the Option Shares or Notice, the Transferor shall pay the consideration by depositing the relevant amount in the Trustee Collection Account and shall indemnify and hold harmless the Receivables Trustee against all stamp duty, registration and other similar taxes (bbut excluding tax on profits) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and arising on the sale of the Assigned Receivables under this Deed. 2.4 The exercise of the Option, option by the Shareholder Transferor will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment following conditions: (i) the removal of such Receivables will not, in the reasonable belief of the Option Price by An Ke Transferor, cause a Pay Out Event to Lanbangoccur; (ii) the Transferor has represented and warranted that it has secured all necessary regulatory consents for the Designated Accounts to be repurchased; (iii) the Transferor confirms in writing that in its opinion, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall)formed on the basis of due consideration, transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to that the completion proposed redesignation will not result in a downgrade or withdrawal of the Lufax Share Transfer, then current rating of any outstanding Associated Debt; and (iv) the charge created Transferor has confirmed in favor of An Ke in and to Option Shares shall be released and to the extent writing that such charge has been registered with the Registrar of Corporate Affairs in the British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or release of such charge with the BVI Registrar in accordance with the BVI Business Companies Act,2004 (as amended)prerequisites have been satisfied. 2.4 Each Party agrees that, upon the completion of the Lufax Share Transfer, each other Party’s obligations to it under the TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of termination or its rights and obligations arising as a result of termination.