Common use of Certain Fees and Expenses Clause in Contracts

Certain Fees and Expenses. 4.1 If the Merger is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees and out-of-pocket expenses payable by such party in connection with the Transactions incurred prior to the termination of this Agreement; and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses). 4.4 For the purpose of this Agreement, “Consortium Expenses” means all fees and out-of-pocket expenses incurred by the Consortium in connection with the Transactions (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICC.

Certain Fees and Expenses. 4.1 If the Merger is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummateParty, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees and out-of-pocket expenses payable by such party each Non-Defaulting Party and the Consortium in connection with the Transactions incurred prior to the termination of this Agreement; and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses fees and disbursements expenses: (x) payable to the Separate Advisors retained for such purposes (collectively, as defined in the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB Consortium Agreement) or (Beijingy) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses). 4.4 For the purpose of this Agreement, “Consortium Expenses” means all fees and out-of-pocket expenses incurred by the Consortium in connection with the Transactions (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not)). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that: (i) each party shall bear the fees and out-of-pocket expenses payable by it in each case as supported by invoice connection with reasonable detail the Transactions incurred prior to the termination of this Agreement; and as confirmed (ii) MSPEA shall bear any fees and out-of-pocket expenses payable by the Founder Consortium in connection with the Transactions incurred prior to the termination of this Agreement, including any fees and CICCexpenses: (x) payable to the Advisors (as defined in the Consortium Agreement) or (y) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transactions (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not). 4.3 Upon consummation of the Merger, Parent shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by him or it in connection with the Transactions. 4.4 The provisions under this Clause 4 constitute the entire agreement, and supersede in full, all prior agreements, understanding, negotiations and statements, both written and oral, including without limitation Section 5 of the Consortium Agreement, among the parties hereto or any of their Affiliates with respect to the subject matter contained herein.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated, and the failure for the Transaction to be consummated is not due to the willful misconduct of any Party, the Parties agree that: (i) each of the Founder Party and any party hereto is a Defaulting Party NHPEA shall bear 75.37% and 24.63% (with respect to such failure Party, his or its “Pre-Agreed Percentage”) respectively of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses all fees and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred payable to the Legal Advisor in connection with the Merger, Transaction; and (ii) each of the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Founder Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party NHPEA shall bear his or its Pre-Agreed Percentage of all fees and out-of-pocket expenses payable in connection with the Transaction to the Consortium Advisors (other than the Legal Advisor) or any lender or other financing sources; provided, however, that each of the Founder Party and NHPEA shall bear fees and out-of-pocket expenses payable by such party in connection with the Transactions incurred prior him or it to the termination of this Agreement; and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant advisor retained by him or it to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal conduct due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto fordiligence, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred him or it in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses)Transaction. 4.4 For (b) Upon consummation of the purpose Transaction, Parent shall reimburse each of this Agreement, “Consortium Expenses” means the Founder Party and NHPEA for all fees and out-of-pocket expenses incurred by him or it (including fees and expenses of the Consortium Legal Advisor retained pursuant to Section 2(c) hereof) in connection with the Transactions Transaction; provided, however, that such reimbursable expenses of NHPEA incurred prior to the execution of this Agreement shall be limited to those approved in writing by Founder prior to the date hereof. (c) Each of the Founder Party and NHPEA shall share, ratably based on its Pre-Agreed Percentage, any termination, topping, break-up or other fees or amounts (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties amounts paid in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement the Transaction) payable by Parent (or one or more of its affiliates or designees), net of the Transactions expenses required to be borne by such Party pursuant to Section 4(a). (in which cases, whether such fees and expenses are incurred prior to d) This Section 4 shall survive the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCAgreement.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Mergerconsummated, and the fees, expenses and disbursements failure for the Transaction to be consummated is not due to the willful misconduct of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties Parties agree that that: (i) each party Party shall bear the fees and out-of-pocket expenses payable by such party him or it to his or its respective Legal Advisor in connection with the Transactions Transaction incurred prior to the termination of this AgreementAgreement with respect to such Party; and (ii) each party Party shall bear a percentage, equal to his or its portion (based on such party’s respective Guaranteed Percentage) planned equity beneficial ownership percentage of Parent immediately after the consummation of the Consortium Expenses. Notwithstanding the foregoing, Transaction (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD ExpensesPlanned Equity Participation”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members (A) payable in connection with the Merger Transaction to the Consortium Advisors (including reasonable costs and expenses other than the Legal Advisors) or any lender or other financing sources or (B) incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement the Transaction; provided, however, that each Party shall bear fees and out-of-pocket expenses payable by him or the Transactions), other than the fees, expenses and disbursements of it to any Separate Advisors engaged pursuant advisor retained by him or it to conduct due diligence. (b) Subject to Section 4.5 (unless they constitute DD Expenses). 4.4 For 5(d) herein, upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by the Consortium him or it (including fees and expenses of his or its Legal Advisor retained pursuant to Section 3(c) hereof) in connection with the Transactions Transaction; provided, however, that such reimbursable expenses of each Party other than Founder incurred prior to the execution of this Agreement shall be limited to those approved in writing by Founder prior to the date hereof. (c) Each Party shall share, ratably based on its Planned Equity Participation, any termination, topping, break-up or other fees or amounts (including without limitationsamounts paid in settlement of any disputes or litigation relating to the Transaction) payable by Parent (or one or more of its affiliates or designees), (i) fees, reasonable expense and disbursements of joint advisors and/or consultants net of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained required to be borne by parties such Party pursuant to Section 4.5 unless and only 5(a). (d) This Section 5 shall survive the termination of this Agreement. In the event this Agreement is terminated with respect to the extent Abax pursuant to Sections 2(a), then upon such appointment and expenses are otherwise agreed termination Abax shall cease to by the parties in advance in writing, (ii) have any liability with respect to any fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement Parent or the Transactions (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCother Parties under Section 5.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Mergerconsummated, and the fees, expenses and disbursements failure for the Transaction to be consummated is not due to the willful misconduct of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties Parties agree that that: (i) each party Party shall bear the fees and out-of-pocket expenses payable by such party him or it to his or its respective Legal Advisor in connection with the Transactions Transaction incurred prior to the termination of this AgreementAgreement with respect to such Party; and (ii) each party Party shall bear its portion (based on such party’s respective Guaranteed Percentage) of a percentage, which percentage shall be agreed between the Consortium Expenses. Notwithstanding Parties prior to the foregoing, (i) the fees, expenses and disbursements retention of any Separate Consortium Advisors engaged pursuant to Section 4.5 and the other out("Pre-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”Agreed Percentage"), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members payable in connection with the Merger Transaction to the Consortium Advisors (including reasonable costs other than the Legal Advisors) or any lender or other financing sources; provided, however, that each Party shall bear fees and out-of-pocket expenses payable by him or it to any advisor retained by him or it to conduct due diligence, or incurred by him or it in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses)Transaction. 4.4 For (b) Upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by the Consortium him or it (including fees and expenses of his or its Legal Advisor retained pursuant to Section 3(c) hereof) in connection with the Transactions Transaction; provided, however, that such reimbursable expenses of each Party other than Founder incurred prior to the execution of this Agreement shall be limited to those approved in writing by Founder prior to the date hereof. (c) Each Party shall share, ratably based on its Pre-Agreed Percentage, any termination, topping, break-up or other fees or amounts (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties amounts paid in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement the Transaction) payable by Parent (or one or more of its affiliates or designees), net of the Transactions expenses required to be borne by such Party pursuant to Section 5(a). (in which cases, whether such fees and expenses are incurred prior to d) This Section 5 shall survive the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCAgreement.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not eventually consummated and without any party hereto is a Defaulting Party with respect to such failure breach by either Abax or the Shareholder of the Merger to consummatethis letter agreement, the parties agree that agree: (I) to share, ratably based on such party’s planned equity participation in the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium ExpensesTransaction, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees and out-of-pocket expenses payable by such party them in connection with the Transactions Transaction incurred prior to the termination of this Agreement; and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Companyletter agreement, including any feesfees and expenses (A) subject to sub-clause (II) of this paragraph, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed PercentageAdvisors, (iiB) the fees, expenses payable to any lenders and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Membersfinancing sources, and (iiiC) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to the Transaction (whether incurred prior to the termination of this Agreement letter agreement or not); and (II) that Mr. Fu shall pay all fees and out of pocket expenses incurred by Skadden and any other legal Advisors solely in connection with their representation of the Transactions)Shareholder but not the Consortium, other than and Abax shall pay all fees and out of pocket expenses incurred by Weil solely in connection with its representation of Abax but not the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses)Consortium. 4.4 For (b) Upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Bidco shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by the Consortium them in connection with the Transactions Transaction. (c) Each of the Shareholder and Abax shall share, ratably based on such party’s planned equity participation in the Transaction, any termination, topping, break-up or other fees or amounts (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties amounts paid in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration dispute or litigation relating to this Agreement the Transaction) payable by the Company or the Transactions Bidco (in which cases, whether such fees and expenses are incurred prior to the termination or one or more of this Agreement its affiliates or not)designees), in each case as supported net of the expenses required to be borne by invoice with reasonable detail and as confirmed by the Founder and CICCthem pursuant to Section 6(a).

Certain Fees and Expenses. 4.1 If the Merger is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate(a) The General Partner or its Affiliates shall receive Acquisition Fees, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Acquisition Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than Front- end Fees described in the Company and its subsidiaries) Prospectus for all of their other out-of-pocket costs and expenses incurred services rendered in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees and out-of-pocket expenses payable by such party in connection with the Transactions incurred prior to the termination of this Agreement; and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, (i) the fees, expenses acquisition and disbursements financing of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed PercentageMalls, (ii) the fees, expenses and disbursements organization of any Separate Advisors engaged pursuant to Section 4.5 the Partnership and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, Owner Partnership and (iii) the negotiation of the terms of the management and leasing agreement for the avoidance Malls. (b) For services rendered in connection with the offering of doubtUnits, Shearson will receive (i) selling commissions of 8% of Limited Partners' Capital Contributions and (ii) reimbursement of certain Organization and Offering Expenses not to exceed in the sharing aggregate, including the amount of selling commissions, 15% of Limited Partners' Capital Contributions. (c) All expenses of the Partnership will be billed directly to and paid by the Partnership. The General Partner may be reimbursed for the actual cost of goods and materials used for or by the Partnership and obtained from unaffiliated entities. The General Partner may be reimbursed for the administrative services necessary to the prudent operation of the Partnership provided that the reimbursement shall be at the lower of actual cost to the General Partner or the amount the Partnership would be required to pay to independent parties for comparable administrative services in the same geographic location. However, no reimbursement may be had for services for which the General Partner is entitled to compensation by way of a separate fee. The following items shall be excluded from allowable reimbursement (except to the extent permissible as front-end fees): rent or depreciation; utilities; capital equipment; other administrative items: salaries, fringe benefits, travel expenses, and other administrative items incurred by or allocated to any controlling persons of the General Partner, Shopco or affiliates. "Controlling person," for purposes hereof, includes but is not limited to, any person, whatever their title, who performs functions for the General Partner or Shopco similar to those of chairman or member of the board of directors; executive management, such as the president, vice president or senior vice president, corporate secretary, treasurer, senior management, such as the vice president of an operating division who reports directly to executive management; or those holding 5% or more equity interest in the General Partner or Shopco or a person having the power to direct or cause the direction of the General Partner or Shopco, whether through the ownership of voting securities, by contract, or otherwise. Except as specifically set forth in the Partnership Agreement or Prospectus, no other services may be performed by the General Partner, Shopco or an Affiliate thereof except in extraordinary circumstances and provided the following criteria are met: (i) the compensation, price or fee therefor must be comparable and competitive with the compensation, price or fee of any Guaranteed Obligation other person rendering comparable services or selling or leasing comparable goods which could reasonably be made available to the Partnership and shall be governed by Section 3.2 on competitive terms; (ii) the fees and not by this Section 4.2. 4.3 Upon consummation other terms of the Merger and from time to time thereaftercontract shall be fully disclosed; (iii) the General Partner, Parent shall Shopco or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such partyits Affiliate, as the case may be, must have previously been engaged in the business of rendering such services or selling or leasing such goods, independently of the Partnership and as an ordinary and ongoing business; and (iv) all DD Expensesgoods or services for which the General Partner, all Consortium Expenses Shopco or an Affiliate is to receive compensation shall be embodied in a written contract which precisely describes the services to be rendered and all other fees and out-of-pocket expenses incurred compensation to be paid, which contract may only be modified by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses). 4.4 For the purpose of this Agreement, “Consortium Expenses” means all fees and out-of-pocket expenses incurred by the Consortium in connection with the Transactions (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants a vote of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each majority of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters)limited partners, and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in which cases, whether such fees and expenses are incurred prior to the contract shall contain a clause allowing termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCwithout penalty on 60 days' notice.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Mergerconsummated, and the fees, expenses and disbursements failure for the Transaction to be consummated is not due to the willful misconduct of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties Parties agree that that: (i) 3 each party Party shall bear the fees and out-of-pocket expenses payable by such party him or it to his or its respective Legal Advisor in connection with the Transactions Transaction incurred prior to the termination of this AgreementAgreement with respect to such Party; and (ii) each party Party shall bear its portion (based on such party’s respective Guaranteed Percentage) of a percentage, which percentage shall be agreed between the Consortium Expenses. Notwithstanding Parties prior to the foregoing, (i) the fees, expenses and disbursements retention of any Separate Consortium Advisors engaged pursuant to Section 4.5 and the other out("Pre-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”Agreed Percentage"), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members payable in connection with the Merger Transaction to the Consortium Advisors (including reasonable costs other than the Legal Advisors) or any lender or other financing sources; provided, however, that each Party shall bear fees and out-of-pocket expenses payable by him or it to any advisor retained by him or it to conduct due diligence, or incurred by him or it in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement or the Transactions)Transaction. (b) Upon consummation of the Transaction, other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses). 4.4 For the purpose of this Agreement, “Consortium Expenses” means Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by the Consortium him or it (including fees and expenses of his or its Legal Advisor retained pursuant to Section 3(c) hereof) in connection with the Transactions (including without limitationsTransaction; provided, (i) feeshowever, reasonable expense and disbursements that such reimbursable expenses of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in which cases, whether such fees and expenses are Party other than Founder incurred prior to the termination execution of this Agreement or not)), shall be limited to those approved in each case as supported writing by invoice with reasonable detail and as confirmed by Founder prior to the Founder and CICCdate hereof.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated and any party hereto is a Defaulting Party with respect to such failure of the Merger to consummate, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Mergerconsummated, and the fees, expenses and disbursements failure for the Transaction to be consummated is not due to the willful misconduct of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties Parties agree that that: (i) each party Party shall bear the fees and out-of-pocket expenses payable by such party him or it to his or its respective Legal Advisor in connection with the Transactions Transaction incurred prior to the termination of this AgreementAgreement with respect to such Party; and (ii) each party Party shall bear a percentage, equal his or its portion (based on such party’s respective Guaranteed Percentage) planned equity beneficial ownership percentage of Parent immediately after the consummation of the Consortium Expenses. Notwithstanding the foregoing, Transaction (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD ExpensesPlanned Equity Participation”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members (A) payable in connection with the Merger Transaction to the Consortium Advisors (including reasonable costs and expenses other than the Legal Advisors) or any lender or other financing sources or (B) incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to this Agreement the Transaction; provided, however, that each Party shall bear fees and out-of-pocket expenses payable by him or the Transactions), other than the fees, expenses and disbursements of it to any Separate Advisors engaged pursuant advisor retained by him or it to conduct due diligence. (b) Subject to Section 4.5 (unless they constitute DD Expenses). 4.4 For 5(d) herein, upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by the Consortium him or it (including fees and expenses of his or its Legal Advisor retained pursuant to Section 3(c) hereof) in connection with the Transactions Transaction; provided, however, that such reimbursable expenses of each Party other than Founder incurred prior to the execution of this Agreement shall be limited to those approved in writing by Founder prior to the date hereof. (c) Each Party shall share, ratably based on its Planned Equity Participation, any termination, topping, break-up or other fees or amounts (including without limitationsamounts paid in settlement of any disputes or litigation relating to the Transaction) payable by Parent (or one or more of its affiliates or designees), (i) fees, reasonable expense and disbursements of joint advisors and/or consultants net of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained required to be borne by parties such Party pursuant to Section 4.5 unless and only 5(a). (d) This Section 5 shall survive the termination of this Agreement. In the event this Agreement is terminated with respect to the extent Abax pursuant to Sections 2(a), then upon such appointment and expenses are otherwise agreed termination, Abax shall cease to by the parties in advance in writing, (ii) have any liability with respect to any fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement Parent or the Transactions (in which cases, whether other Parties under Section 5 from and after the date of such fees and expenses are incurred prior to the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCtermination.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated, and the failure for the Transaction to be consummated and is not due to the breach of this Agreement by any party hereto is a Defaulting Party with respect to such failure of the Merger to consummateConsortium Member, the parties Consortium Members agree that that: the Defaulting Party or Defaulting Parties Founder and the Sponsor shall bear the full amount of the Consortium Expensesshare, the DD Expenses on an equal basis, all fees and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred (i) payable in connection with the MergerTransaction to the Consortium Advisors or any lender or other financing sources or (ii) incurred in the defense, and the fees, expenses and disbursements pursuit or settlement of any Separate Advisors disputes or litigation relating to the Transaction; provided, however, that each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party Consortium Member shall bear the fees and out-of-pocket expenses payable by such party it to any advisor retained by it in connection with the Transactions incurred prior Transaction as contemplated by Section 5(b); provided further, if any additional Consortium Member shall join the Consortium pursuant to the termination Section 4(b) of this Agreement; Agreement and (iix) each party if such Consortium Member is not a management member of the Company, then such additional Consortium Member shall bear its portion (share, ratably based on such partyadditional Consortium Member’s respective Guaranteed Percentage) planned equity participation in the Transaction on a fully diluted basis and assuming the conversion of the all convertible securities (such additional Consortium Expenses. Notwithstanding the foregoingMember’s share, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD ExpensesResponsible Share”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred referred to in clauses (i) and (ii) of this Section 7(a), or (y) if such Consortium Member is a management member of the Company (a “Management Consortium Member”), then such Management Consortium Member, together with the Founder and any other Management Consortium Members, on the one hand, and the Sponsor, on the other hand, shall share, on an equal basis, all fees and out-of-pocket expenses referred to in clauses (i) and (ii) of this Section 7(a), net of any fees and out-of-pocket expenses payable by any additional Consortium Members pursuant to the preceding clause (x). (b) If the Transaction is not consummated due to the unilateral breach of this Agreement of one or more Consortium Members, the Consortium Members in connection with breach shall be responsible for all fees and out-of-pocket expenses related to the Merger Transaction (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions), other than the fees, expenses fees and disbursements of any Separate Advisors engaged pursuant to costs incurred by a Consortium Member requiring separate representation as contemplated by Section 4.5 (unless they constitute DD Expenses5(b)). 4.4 For (c) Subject to Section 7(e) herein, upon consummation of the purpose of this AgreementTransaction, “Parent shall reimburse each Consortium Expenses” means Member for all fees and out-of-pocket expenses incurred by the Consortium it in connection with the Transactions Transaction (including without limitationsother than fees and costs incurred by a Consortium Member requiring separate representation as contemplated by Section 5(b)); provided, however, that such reimbursable expenses of each Consortium Member incurred prior to the execution of this Agreement shall be limited to those approved in writing by all Consortium Members prior to the date hereof. (d) Subject to Section 10, the Consortium Members agree that: the Founder and the Sponsor shall, on an equal basis, (i) feespay any termination, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium break-up or other fees or amounts (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties including amounts paid in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to the Transaction) payable by Parent and (ii) receive any termination, break-up or other fees or amounts payable to Parent by the Company, in each case pursuant to the Merger Agreement; provided that (x) if any additional Consortium Member (other than the Management Consortium Members) shall join the Consortium, such additional Consortium Member shall pay or receive its Responsible Share of the fees or amounts referred to in clauses (i) or (ii) of this Agreement Section 7(d) and (y) if any Management Consortium Members shall join the Consortium, the Founder and the Management Consortium Members, on the one hand, and the Sponsor, on the other hand, shall pay or receive, on an equal basis, the Transactions fees or amounts referred to in clauses (in which casesi) or (ii) of this Section 7(d), whether such net of any fees and expenses are incurred prior or amounts payable or receivable by any additional Consortium Members pursuant to the preceding clause (x). (e) This Section 7 shall survive the termination of this Agreement or not)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICCAgreement.

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not eventually consummated and without any party hereto is a Defaulting Party with respect to such failure breach by either Baring or the Shareholder of the Merger to consummatethis letter agreement, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and to share (in proportion to their respective Affiliates (other than equity participation in the Company and its subsidiariesTransaction) for all of their other out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) each party shall bear the fees and out-of-pocket expenses payable by such party them in connection with the Transactions Transaction incurred prior to the termination of this Agreement; letter agreement, including any fees and (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoing, expenses (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed PercentageAdvisors, (ii) the fees, expenses payable to any lenders and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Membersfinancing sources, and (iii) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to the Transaction (whether incurred prior to the termination of this Agreement letter agreement or not); provided that, Baring shall be solely responsible for the Transactions)fees and expenses of Bain, other than Deloitte and Weil, Gotshal & Mxxxxx, LLP and the feesShareholder shall be solely responsible for the fees and expenses of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP; provided further that each party shall bear its own fees and expenses and disbursements of any Separate Advisors engaged pursuant incurred prior to Section 4.5 (unless they constitute DD Expenses)October 10, 2010. 4.4 For (b) Upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Bidco shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by the Consortium them in connection with the Transactions (including without limitationsTransaction. Notwithstanding the foregoing, (i) fees, reasonable expense in the event this letter agreement is terminated and disbursements of joint advisors and/or consultants one of the Consortium (parties consummates the “Consortium Advisors”)Transaction within twelve months of such termination, but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to such party shall reimburse the extent such appointment and expenses are otherwise agreed to by other party for the parties in advance in writing, (ii) fees and out-of-pocket expenses incurred by such other party in connection with the Escrow Account(s) set up by Parent and each Transaction within two business days of the Sponsors pursuant to consummation of the terms Transaction. (c) Each of Equity Commitment Letters the Shareholder and Escrow Agreement(s)Baring shall share, including the fees charged by the Escrow Agent (each as defined ratably based on such party’s planned equity participation in the Equity Commitment Letters)Transaction, and any termination, topping, break-up or other fees or amounts (iii) reasonable costs and expenses incurred including amounts paid in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration dispute or litigation relating to this Agreement the Transaction) payable by the Company or the Transactions Bidco (in which cases, whether such fees and expenses are incurred prior to the termination or one or more of this Agreement its affiliates or not)designees), in each case as supported net of the expenses required to be borne by invoice with reasonable detail and as confirmed by the Founder and CICCthem pursuant to Section 6(a).

Certain Fees and Expenses. 4.1 (a) If the Merger Transaction is not consummated eventually consummated, and any party hereto is a Defaulting Party with respect there has been no breach by either PE or the Shareholder of this letter agreement, subject to such failure of the Merger to consummateSection 7, the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred in connection with the Merger, and the fees, expenses and disbursements of any Separate Advisors to each Non-Defaulting Party engaged pursuant to Section 4.5, if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that agree: (i) each party shall bear to share, ratably based on such Party's planned equity participation in the Transaction on a fully diluted basis and assuming the conversion of all convertible securities (such Party's share, "Responsible Share"), fees and out-of-pocket expenses payable by such party them in connection with the Transactions Transaction incurred prior to the termination of this Agreement; letter agreement, including any fees and expenses (A) subject to sub-clause (ii) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of the Consortium Expenses. Notwithstanding the foregoingthis paragraph, (i) the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed PercentageAdvisors, (iiB) the fees, expenses payable to any lenders and disbursements of any Separate Advisors engaged pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Membersfinancing sources, and (iiiC) for the avoidance of doubt, the sharing of any Guaranteed Obligation shall be governed by Section 3.2 and not by this Section 4.2. 4.3 Upon consummation of the Merger and from time to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf of such party, as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration disputes or litigation relating to the Transaction (whether incurred prior to the termination of this Agreement letter agreement or not); and (ii) that the Shareholder shall pay (A) all fees and out of pocket expenses incurred by Skadden (whether or not in connection with its representation of the Shareholder or the Transactions)Consortium) and (B) all fees and out of pocket expenses incurred by any other legal Advisors solely in connection with their representation of the Shareholder but not the Consortium, other than the fees, and PE shall pay all fees and out of pocket expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses)incurred by its legal Advisors. 4.4 For (b) Upon consummation of the purpose of this AgreementTransaction, “Consortium Expenses” means Bidco shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by the Consortium them in connection with the Transactions Transaction, provided, however, that PE shall pay all fees and out of pocket expenses incurred by its legal Advisors. (c) Subject to Section 7, each Party shall pay its Responsible Share for any termination, topping, break-up or other fees or amounts (including without limitations, (i) fees, reasonable expense and disbursements of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties amounts paid in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration dispute or litigation relating to this Agreement the Transaction) payable by Bidco or MergerSub, net of the Transactions (in which cases, whether such fees and expenses are incurred prior required to the termination of this Agreement or notbe borne by them pursuant to Section 5(a)), in each case as supported by invoice with reasonable detail and as confirmed by the Founder and CICC.

Certain Fees and Expenses. 4.1 If Each party shall bear its own fees and expenses related to the Merger transactions contemplated by this Agreement; provided, however, that (a) the Company, (1) on or prior to the Closing Date, shall have paid to the Investor, by wire transfer of immediately available funds to an account designated by the Investor prior to the date of this Agreement, $25,000 as reimbursement for the reasonable fees and disbursements of the Investor’s legal counsel incurred by the Investor prior to the Closing (the “Initial Investor Legal Fee Expense Reimbursement”), and (2) within ten (10) Business Days after each Representation Date (provided a Future Purchase Suspension is not consummated then in effect), shall have paid to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an additional $5,000 per fiscal quarter as reimbursement for the reasonable fees and any party hereto is a Defaulting Party with respect to such failure disbursements of the Merger to consummate, Investor’s legal counsel incurred by the parties agree that the Defaulting Party or Defaulting Parties shall bear the full amount of the Consortium Expenses, the DD Expenses and reimburse each Non-Defaulting Party and their respective Affiliates (other than the Company and its subsidiaries) for all of their other out-of-pocket costs and expenses incurred Investor in connection with the Merger, Investor’s ongoing due diligence and the fees, expenses and disbursements review of any Separate Advisors to each Non-Defaulting Party engaged pursuant deliverables subject to Section 4.56.17 (the “Additional Investor Legal Fee Expense Reimbursement”), if any, without prejudice to any claims, rights, and remedies otherwise available to Parent, Merger Sub, or such Non-Defaulting Party and its Affiliates (including those under Section 3.1 hereof). 4.2 If the Merger is not consummated and no party hereto is a Defaulting Party, the parties agree that (i) in each party shall bear the fees and out-of-pocket expenses payable by such party case in connection with the Transactions incurred prior transactions contemplated by this Agreement and the Registration Rights Agreement, and (b) the Investor shall withhold an amount in cash equal to fifty percent (50%) from the total aggregate VWAP Purchase Price payable by the Investor to the termination of Company for the applicable VWAP Purchase Share Amount in connection with each VWAP Purchase effected by the Company pursuant to this Agreement; , and an amount in cash equal to fifty percent (50%) from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company for the applicable Intraday VWAP Purchase Share Amount in connection with each Intraday VWAP Purchase effected by the Company pursuant to this Agreement, in each case, until the Investor shall have received from such cash withholding(s) a total aggregate amount in cash equal to $100,000, representing the sum of (x) the QIU Fee Reimbursement Holdback Amount and (iiy) each party shall bear its portion (based on such party’s respective Guaranteed Percentage) of Initial Investor Legal Fee Reimbursement Holdback Amount payable by the Consortium Expenses. Notwithstanding Company to the foregoing, (i) the fees, expenses and disbursements of any Separate Advisors engaged Investor pursuant to Section 4.5 this Agreement, and upon such cash withholding(s) by the other out-of-pocket costs Investor of a total aggregate amount in cash equal to $100,000 from such total aggregate VWAP Purchase Price and expenses incurred such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the purchase prices payable by the Investor to the Company in connection with any legal due diligence investigation conducted by CICC with respect to the Company, including any fees, expenses and disbursements payable to the Separate Advisors retained for such purposes (collectively, the “DD Expenses”), shall be borne solely by CICC, Surrich International Company Limited and CCB (Beijing) Investment Fund Management Co., Ltd., in proportion to such party’s respective Guaranteed Percentage, (ii) the fees, expenses and disbursements of any Separate Advisors engaged VWAP Purchase or Intraday VWAP Purchase effected pursuant to Section 4.5 and the other out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by other Investor Members with respect to the Company shall be borne solely by such Investor Members, and (iii) for this Agreement. For the avoidance of doubt, (1) the sharing of any Guaranteed Obligation Initial Investor Legal Fee Expense Reimbursement shall be governed fully earned by Section 3.2 the Investor and not shall be non-refundable as of the Closing Date, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, (2) each Additional Investor Legal Fee Expense Reimbursement payment shall be fully earned by the Investor and shall be non-refundable when paid in accordance with this Section 4.2. 4.3 Upon consummation 10.1(i), regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (3) the QIU Fee Reimbursement Holdback Amount and the Initial Investor Legal Fee Reimbursement Holdback Amount shall each be fully earned by the Investor as of the Merger Closing Date and from time shall be non-refundable when withheld by the Investor in accordance with Section 3.3 and this Section 10.1(i) or when paid to time thereafter, Parent shall or shall cause the Surviving Company to reimburse each party hereto for, or pay on behalf Investor in accordance with the penultimate sentence of such partythis Section 10.1(i), as the case may be, all DD Expenses, all Consortium Expenses and all other fees and out-of-pocket expenses incurred regardless of whether any VWAP Purchases or Intraday VWAP Purchases are effected by Consortium Members in connection with the Merger (including reasonable costs and expenses incurred in the defense, response, pursuit Company or settlement of settled hereunder or any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions), other than the fees, expenses and disbursements of any Separate Advisors engaged pursuant to Section 4.5 (unless they constitute DD Expenses). 4.4 For the purpose subsequent termination of this Agreement. If, “Consortium Expenses” means all fees and out-of-pocket expenses incurred by on the Consortium in connection with the Transactions (including without limitations, earlier of (i) feesthe date, reasonable expense and disbursements on or after the Closing Date, on which notice of joint advisors and/or consultants of the Consortium (the “Consortium Advisors”), but excluding any fees, expenses and disbursement of any Separate Advisors retained by parties pursuant to Section 4.5 unless and only to the extent such appointment and expenses are otherwise agreed to by the parties in advance in writing, (ii) fees and expenses incurred in connection with the Escrow Account(s) set up by Parent and each of the Sponsors pursuant to the terms of Equity Commitment Letters and Escrow Agreement(s), including the fees charged by the Escrow Agent (each as defined in the Equity Commitment Letters), and (iii) reasonable costs and expenses incurred in the defense, response, pursuit or settlement of any disputes, subpoena, arbitration or litigation relating to this Agreement or the Transactions (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement is given by any party pursuant to Section 8.2 and (ii) December 31, 2024, the aggregate amount of cash payment(s) by the Company to the Investor from (X) cash withholding(s), if any, by the Investor from the total aggregate VWAP Purchase Price paid or notpayable by the Investor to the Company for the Shares purchased by the Investor in all of the VWAP Purchases theretofore effected by the Company pursuant to this Agreement, and (Y) cash withholding(s)), if any, by the Investor from the total aggregate Intraday VWAP Purchase Price paid or payable by the Investor to the Company for the Shares purchased by the Investor in all of the Intraday VWAP Purchases theretofore effected by the Company pursuant to this Agreement, in each case as supported contemplated in Section 3.3 and this Section 10.1(i), is less than $100,000, representing the sum of the QIU Fee Reimbursement Holdback Amount and the Initial Investor Legal Fee Reimbursement Holdback Amount payable by the Company to the Investor pursuant to this Agreement, then, the Company shall promptly upon the Investor’s presentation to the Company of an invoice with and reasonable detail supporting documentation (but in no event later than two (2) Trading Days thereafter), and as confirmed directed by the Founder Investor in writing to the Company, pay to the Investor, in cash, the difference between (A) $100,000 and CICC(B) the aggregate amount of cash withholding(s), if any, that have been made by the Investor from the total aggregate VWAP Purchase Price and the total aggregate Intraday VWAP Purchase Price, as applicable, paid or payable by the Investor to the Company for the Shares purchased by the Investor in all of the VWAP Purchases and Intraday VWAP Purchases, as applicable, theretofore effected by the Company pursuant to this Agreement, and applied to the QIU Fee Reimbursement Holdback Amount or the Initial Investor Legal Fee Reimbursement Holdback Amount as contemplated in Section 3.3 and this Section 10.1(i), by wire transfer of immediately available funds to an account designated by the Investor to the Company and, in the case of a termination of this Agreement as contemplated in clause (i) above, no termination of this Agreement pursuant to Section 8.2 shall become effective unless and until the entire QIU Fee Reimbursement Holdback Amount and Initial Investor Legal Fee Reimbursement Holdback Amount has been paid in cash by the Company to the Investor pursuant to and in accordance with this Section 10.1(i). The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Securities pursuant hereto.