Common use of Commitment Clause in Contracts

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the InvestorsEquity Investor, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount next sentence of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, to purchase (or cause an assignee permitted by the “Commitment”terms of Section 3 hereof to purchase), in exchange for equity securities of HoldCo prior to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together substantially contemporaneously with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable)Closing, shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates intermediate entities, 2,000,000 shares of Buyer Common Stock (the “Subject Equity Securities”) for an aggregate purchase price equal to Twenty-Seven Million Dollars ($27,000,000) (such commitment, the “Equity Commitment”) solely for the purpose of funding (i) the Purchase Price and the other payments under Article II and Article III of the Purchase Agreement (including any Investor or amounts payable by Buyer pursuant to Section 3.3(k) of the Purchase Agreement, if any), (ii) any affiliated investment fund or vehicles sponsoredand all fees, advised or managed premiums and expenses required to be paid by Buyer in connection with the investment manager Transactions, and (iii) all other payment obligations of Buyer contemplated under the Purchase Agreement, in each case, in accordance with, and subject in all respects to, the terms of the Purchase Agreement and this letter, and not for any Investor or any Affiliate thereof. No other purpose, it being understood that the Equity Investor (together with its successors or and permitted assigns) shall, shall not under any circumstances, circumstances be obligated to contribute more purchase any equity of, or make any other payment to or investment in, Buyer other than the amount of its Pro Rata Percentage (as defined below) purchase of the Commitment to any Person Subject Equity Securities pursuant to the terms of this letter agreementhereof for an aggregate purchase price equal to the Equity Commitment. The amount Notwithstanding anything herein to the contrary, the aggregate liability of the Commitment to be funded Equity Investor under this letter agreement may be reduced shall at no time exceed the Equity Commitment. The obligation of the Equity Investor (or its successors and permitted assigns) to fund the Equity Commitment (a) is subject in a manner agreed all respects to the satisfaction (or waiver by the Investors and HoldCo pursuant to Section 1.2(b▇▇▇▇▇) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect conditions precedent to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds Buyer’s obligations to consummate the Merger Transactions set forth in Sections 10.1 and 10.3 of the Purchase Agreement (other transactions contemplated than those conditions to be satisfied by the Merger Agreement following delivery of documents or the taking of actions at the Closing itself, but subject to such reductionconditions being satisfied or duly waived at the Closing) and (b) subject to the foregoing clause (a), will occur prior to or contemporaneously with the Closing.

Commitment. This letter agreement confirms In connection with the commitment execution of the InvestorsPurchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth hereinin its respective Co-Sponsor Equity Commitment Letter, to it will contribute (or cause to be contributedcontributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “ContributionBuyer Securities”) to HoldCo for an aggregate cash purchase price (in cash in immediately available funds) of not less than the Specified Purpose (as defined below), at or prior amount set forth next to the Effective Time, cash in the amount of US$30,000,000 Sponsor’s name on Schedule A (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities the purpose of HoldCo providing a portion of the cash required to be issued to the Investors or fund a Person or Persons designated by the Investors. Such Commitmentportion of, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds Co-Sponsor Equity Commitments, providing all of the Debt Financing and/or cash required to fund, the Alternative Financing (if applicable), shall be used by HoldCo, Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (whichcontrary contained herein, in each case and for no event shall the avoidance aggregate liability of doubt, shall not include Sponsor hereunder exceed the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect amount of the HoldCo Termination Fee under the Limited Guarantee given by the Investors)Commitment. The Investors Sponsor may effect the Contribution purchase of the Buyer Securities directly or indirectly through one or more Affiliates affiliated entities or other co-investors designated by it and may structure the funding of any Investor such amounts into Buyer through one or any affiliated investment fund or vehicles sponsoredmore intermediate entities; however, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than no such action will reduce the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to or otherwise affect the terms obligations of Sponsor under this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in In the event that HoldCo Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Investors Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the Other Investors have made the Commitments (as defined, with respect failure of any condition to the Investors Debt Financing, and any Other Investor, in no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or the applicable Other Investor any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter, as Letter or (ii) prevent or materially impair or delay the case may be) but only to consummation of the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionTransaction.

Commitment. This letter agreement confirms MCE hereby agrees upon the commitment of the Investors, terms and subject to the terms and conditions set forth herein, (x) to contribute (provide or cause to be contributedprovided to MCE Cotai, directly or through one or more other entities, funds to meet any and all Capital Calls made on MCE Cotai by the Company, from time to time pursuant to and in accordance with clause 17 of the Shareholders’ Agreement, (y) if Financial Support is required by the Project Lenders and requested by the Board, to provide to the Company Financial Support on behalf of MCE Cotai, from time to time pursuant to and in accordance with clause 20 of the Shareholders’ Agreement, and (the “Contribution”z) to HoldCo for exercise all of its rights as a direct or indirect equity holder to cause MCE Cotai to meet, and in any event to not take any affirmative action as a direct or indirect equity holder, or refrain from taking any affirmative action as a direct or indirect equity holder, to prevent MCE Cotai from meeting, such Capital Call in accordance with clause 17 of the Specified Purpose Shareholders’ Agreement, in the case of each of clause (as defined belowx) and (y), at or prior if and only to the Effective Timeextent that MCE Cotai does not otherwise have sufficient funds to meet those Capital Calls or provide such Financial Support; provided, cash however, that in the no event shall MCE be required to provide such funds and/or such Financial Support in an amount of US$30,000,000 exceeding MCE’s Maximum Obligations (such sum, subject to the adjustment pursuant to this Section 1commitment, the “Commitment”), in exchange for equity securities of HoldCo . The Commitment shall be subject to be issued all defenses available to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments MCE Cotai under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Shareholders’ Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to any Capital Call or obligation to provide Financial Support, each of which defenses may be asserted directly by or on behalf of MCE. For the Investors and purposes of clause (z), the Other Investors have made obligation of MCE to take action under that clause shall include an obligation on MCE to exercise all of its rights (i) under the Commitments constituent documents of MCE Cotai to approve or authorize (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only the Capital Call to be met, (ii) to instruct its board member appointees of MCE Cotai to approve and authorize the extent that HoldCoCapital Call to be met, Parent and Merger Sub have sufficient funds (iii) to consummate vote any of the Merger and other transactions contemplated securities held by it in MCE Cotai to approve or authorize the Merger Capital Call to be met. Nothing in this Agreement following is intended to limit in any respect MCE Cotai’s right to exercise all defenses available to it under the Shareholders’ Agreement with respect to any Capital Call or obligation to provide Financial Support, or require MCE to in any way attempt to limit such reductionexercise.

Commitment. This letter agreement confirms the commitment Each of the InvestorsSilver Point Funds hereby agrees, on a several but not joint basis, upon the terms and subject to the terms and conditions set forth herein, (x) to contribute (provide or cause to be contributedprovided to New Cotai, directly or through one or more other entities, funds to meet any and all Capital Calls made on New Cotai by the Company, from time to time pursuant to and in accordance with clause 17 of the Shareholders’ Agreement, (y) if Financial Support is required by the Project Lenders and requested by the Board, to provide to the Company Financial Support on behalf of New Cotai, from time to time pursuant to and in accordance with clause 20 of the Shareholders’ Agreement, and (the “Contribution”z) to HoldCo for exercise all of its rights as a direct or indirect equity holder to cause New Cotai to meet, and in any event to not take any affirmative action as a direct or indirect equity holder, or refrain from taking any affirmative action as a direct or indirect equity holder, to prevent New Cotai from meeting, such Capital Call in accordance with clause 17 of the Specified Purpose Shareholders’ Agreement, in the case of each of clause (as defined belowx) and (y), at or prior if and only to the Effective Timeextent that New Cotai does not otherwise have sufficient funds to meet those Capital Calls or provide such Financial Support; provided, cash however, that in no event shall the Silver Point Funds be required to provide such funds and/or such Financial Support in an amount of US$30,000,000 exceeding such Silver Point Funds’ Maximum Obligations (such sum, subject to the adjustment pursuant to this Section 1commitment, the “Commitment”), in exchange for equity securities of HoldCo . The Commitment shall be subject to be issued all defenses available to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments New Cotai under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Shareholders’ Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to any Capital Call or obligation to provide Financial Support, each of which defenses may be asserted directly by or on behalf of the Investors and Silver Point Funds. For the Other Investors have made purposes of clause (z), the Commitments obligation of each of the Silver Point Funds to take action under that clause shall include an obligation on each of the Silver Point Funds to exercise all of their rights (as defined, with respect i) under the constituent documents of New Cotai to the Investors and any Other Investor, in this letter agreement approve or the applicable Other Investor Equity Commitment Letter, authorize (as the case may be) but only the Capital Call to be met, (ii) to instruct its board member appointees of New Cotai to approve and authorize the extent that HoldCoCapital Call to be met, Parent and Merger Sub have sufficient funds (iii) to consummate vote any of the Merger and other transactions contemplated securities held by it in New Cotai to approve or authorize the Merger Capital Call to be met. Nothing in this Agreement following is intended to limit in any respect New Cotai’s right to exercise all defenses available to it under the Shareholders’ Agreement with respect to any Capital Call or obligation to provide Financial Support, or require the Silver Point Funds to in any way attempt to limit such reductionexercise.

Commitment. This letter agreement confirms (the “Letter Agreement”) will confirm the commitment of ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the Investors“Financing” and such amount being the “Financing Amount”) to Axio Holdings LLC, subject to a Delaware limited liability company (the “Newco”), on the terms and conditions set forth herein. VAC, in its sole discretion, may elect to contribute (or cause satisfy a portion of the Financing Amount through the transfer, contribution and delivery to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)Newco, at or immediately prior to the Effective Time, cash in of shares of Company Common Stock, which shares will be cancelled, retired and cease to exist upon the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds consummation of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) without any payment therefore, pursuant to Article II of the Commitment to any Person pursuant Merger Agreement (as defined below) (the “Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to the terms product of this letter agreement. The the number of Rollover Contribution Shares and the Per Share Price, the “Rollover Valuation Amount”); provided, that the Rollover Valuation Amount, if any, and the cash contribution by VAC shall equal the amount of the Commitment to be funded under Financing Amount. Concurrently with the delivery of this Letter Agreement, Silver Lake Partners II, L.P. (the “Other Sponsor”) is entering into a letter agreement may be reduced in a manner agreed by (the Investors “Other Sponsor Equity Commitment Letter”) committing to provide $380,250,000 of equity to Newco, on the terms and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in conditions set forth therein. In the event that HoldCo Newco does not require all of the equity with respect to which the Investors VAC and the Other Investors Sponsor have made the Commitments (as defined, with respect to the Investors and any Other Investor, a commitment in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds order to consummate the Merger and other transactions contemplated by fulfill its obligations under the Merger Agreement following such reductionAgreement, the amount to be funded hereunder will be reduced by an amount equal to the amount by which the committed equity of the Other Sponsor shall be reduced so that the sum of the amount to be funded hereunder and the amount of the committed equity of the Other Sponsor shall equal the amount so required by Newco.

Commitment. This letter agreement confirms The Investor hereby commits to purchase at or prior to the commitment of Closing, directly or indirectly, on the Investors, terms and subject to the terms and conditions set forth herein, equity securities of Parent with an aggregate purchase price equal to contribute $580,000,000 (or cause to be contributed) (the its “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentCommitment Amount”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable)which will be used, shall be used by HoldCoas needed, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other fund amounts required to be paid by HoldCo, Parent pursuant to Section 3.3(a) of the Merger Agreement and (b) pay fees and expenses required to be paid by Parent or by Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investorsif any). The Investors may effect Notwithstanding the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsoredforegoing, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo extent Parent does not require all of the equity with respect Commitment Amount in order to which fulfill its obligations in full under, and consummate the Investors and transactions contemplated by, the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment LetterMerger Agreement, as the case may be) but only , the amount to be funded hereunder will be reduced proportionately. Under no circumstances shall the Investor be obligated pursuant to this Letter to contribute more than the Commitment Amount and, notwithstanding anything else to the extent contrary in this Letter, the cumulative liability of the Investor under this Letter shall at no time exceed the Commitment Amount. Each Party acknowledges and agrees that HoldCo(i) this Letter is not intended to, Parent and Merger Sub have sufficient does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the Parties hereto and neither this Letter nor any other document or agreement entered into by any Party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (ii) the obligations of the Investor under this Letter are contractual in nature. In the event that the Investor funds its Commitment Amount (or any portion thereof) prior to consummate the Closing and the Acquisition does not close for any reason, such Commitment Amount (or portion thereof) shall be repaid in full to the Investor as soon as reasonably practicable, and in no event later than two (2) Business Days following the termination of the Merger and other transactions contemplated by Agreement; provided, in each case, that the Merger Agreement following return of such reductionfunds shall not, subject to Section 5 hereof, relieve the Investor of its obligations hereunder.

Commitment. This letter agreement confirms the commitment of each of the Investorsundersigned, severally and not jointly, subject to the terms and conditions set forth herein, to contribute subscribe for (or cause to be contributedsubscribed for) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), equity securities of Parent in immediately available funds at or prior to the Effective Time, Closing for an aggregate cash in purchase price equal to the amount percentage of US$30,000,000 the Aggregate Commitment set forth opposite such Sponsor Fund’s name on Schedule A hereto (such sumamount, subject with respect to the adjustment pursuant to this Section 1, the each Sponsor Fund is such Sponsor Fund’s “Sponsor Fund Commitment”), in exchange for equity securities of HoldCo which will be applied to be issued to the Investors or (i) fund a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds portion of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration Exchange Fund and any other amounts required to be paid by HoldCo, Parent or pursuant to the Merger Sub Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement, and ; provided that (bi) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) no Sponsor Fund shall, under any circumstances, be obligated to contribute more than its Sponsor Fund Commitment to Parent and the amount Sponsor Funds, collectively, shall not, under any circumstances, be obligated to contribute more than the Aggregate Commitment to Parent; and (ii) the liability of each Sponsor Fund hereunder shall not exceed its Pro Rata Percentage (as defined below) respective Sponsor Fund Commitment, and the liability of the Commitment Sponsor Funds, collectively, shall not exceed the Aggregate Commitment. The term “Aggregate Commitment” means an amount equal to $52,483,988. Each Sponsor Fund may effect the purchase of the equity interests of Parent directly or indirectly through one or more direct or indirect Subsidiaries of such Sponsor Fund or any Person pursuant to the terms other private equity fund managed or advised by an affiliate of this letter agreementsuch Sponsor Fund, including, without limitation, Urban Prosperity Holding Limited. The amount of the Aggregate Commitment to be funded under this letter agreement may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCo, it will be possible for Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionwith the Sponsor Funds contributing less than the full amount of the Aggregate Commitment.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 150,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the InvestorsInvestor, subject to the terms and conditions set forth herein, to contribute make a contribution (or cause an assignee permitted by the terms of Section 4(a) hereof to make a contribution), directly or indirectly, to Parent of an aggregate amount in cash equal to $30,700,000 (as such amount may be contributedreduced in accordance with the terms hereof) (the “ContributionCommitment”) so as to HoldCo for the Specified Purpose (purchase or maintain, as defined below)applicable, at or prior to the Effective Timea 51% ownership interest in Parent, cash in the which amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, solely to the extent necessarynecessary to fund, solely for at the purpose (the “Specified Purpose”) Closing, a portion of (a) funding (or causing to be funded) the Merger Consideration required to be delivered by Parent at Closing and any other amounts required to be paid by HoldCoParent at Closing, Parent or Merger Sub including fees and expenses, pursuant to to, and in accordance with, the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with it being understood that under no circumstance shall the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more purchase, directly or indirectly, any equity of Parent for an aggregate purchase price in excess of the Commitment. The obligation of the Investor (together with its permitted assigns) to fund the Commitment is subject to (i) the terms and conditions of this letter, (ii) the execution and delivery of the Merger Agreement by the Company and (iii) the satisfaction or waiver by Parent (in which waiver the Investor concurs in writing) of all of the conditions to the obligations of Parent and Merger Sub to effect the Closing set forth in Section 6.1 and Section 6.2 of the Merger Agreement (other than conditions which by their terms are to be satisfied by actions to be performed at the amount of its Pro Rata Percentage (as defined below) Closing, provided that such conditions would be satisfied or waived at the Closing). Such funding of the Commitment will occur, subject to any Person pursuant to the foregoing sentence, substantially contemporaneously with the Closing in accordance with the terms of this letter agreementthe Merger Agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo the Parent does not require all of the equity financing with respect to which the Investors Investor and the Other Investors Investor have made the Commitments (as definedCommitment and the Other Investor Commitment, with respect to the Investors and any Other Investorrespectively, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds order to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionAgreement; provided, that (i) Investor’s Commitment, as reduced, shall equal fifty-one (51%) (the “Investor’s Proportionate Share”) of the aggregate amount of the sum of the Commitment and the Other Investor Comment, in each case, as reduced, and (ii) in no event may the Commitment be reduced in a manner that would adversely affect, prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement.

Commitment. This letter agreement confirms the commitment of the InvestorsEquity Investor, subject to the terms and conditions set forth herein, to contribute purchase, directly or indirectly (or cause an assignee permitted by the terms of Section 4(a) hereto to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined belowpurchase), at or immediately prior to the Effective TimeClosing, for an aggregate cash in the amount of US$30,000,000 purchase price equal to $900,000,000.00 (such sum, subject to the adjustment pursuant to this Section 1commitment, the “Equity Commitment”), in exchange for common equity securities interests of HoldCo to Parent (collectively, the “Subject Equity Securities”). The Equity Commitment shall only be issued used by Parent, to the Investors extent necessary, to fund, directly or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersindirectly, together with the proceeds of the Debt Financing and/or and Preferred Financing and the Alternative Financing proceeds of the other equity commitment letters (if applicable)collectively, shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified PurposeOther Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (aeach, as amended from time to time, an “Other Equity Commitment Letter”): (i) funding (or causing to be funded) Parent’s payment obligations under Article IV of the Merger Consideration Agreement (including the payment of the aggregate Per Share Merger Consideration) and any other amounts (ii) related fees, costs and expenses required to be paid by HoldCoParent, Parent or Merger Sub pursuant to or the Merger AgreementSurviving Corporation, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCoin each case, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (whichclauses (i) and (ii) collectively, in each case the “Transaction Costs”), and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors)no other purposes. The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Equity Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallshall not, under any circumstances, be obligated pursuant to this letter to contribute to Parent more than the amount of its Pro Rata Percentage (as defined below) of Equity Commitment. In the Commitment to any Person pursuant to event that, after taking into account funds available from other sources at Closing, Parent does not require the terms of this letter agreement. The full amount of the Equity Commitment in order to consummate the Merger and perform its obligations under the Merger Agreement, the amount to be funded under this letter agreement may will be reduced by such amount that is not so required by Parent. Notwithstanding anything to the contrary set forth herein, in a manner agreed by no event will the Investors and HoldCo pursuant to Section 1.2(b) cumulative liability of the Interim Investors Agreement in Equity Investor under this letter exceed the event that HoldCo does not require all amount of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionCommitment.

Commitment. This letter agreement confirms the commitment of the Investors(a) The Investor hereby commits, subject to the terms and conditions set forth herein, to contribute subscribe for (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined belowsubscribed for), at or immediately prior to the Effective TimeClosing, equity securities of Holdco and to pay (or cause to be paid) to Holdco in immediately available funds an aggregate purchase price in cash in the amount of US$30,000,000 (such sumequal to $109,500,000, subject to the adjustment pursuant to this Section 1, 1(b) below (the “Equity Commitment”), in exchange for equity securities of HoldCo which will be applied to (i) fund (or cause to be issued to the Investors funded through Parent or Merger Sub) a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds portion of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the aggregate Merger Consideration and any other amounts consideration required to be paid by HoldCo, Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub pursuant to the Merger Agreement, and (bSub) paying (or causing to be paid) related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with thereto; provided that the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, Investor shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallnot, under any circumstances, be obligated to contribute to Holdco more than the amount of its Pro Rata Percentage (as defined below) Equity Commitment and the liability of the Commitment to any Person pursuant to Investor hereunder shall not exceed the terms of this letter agreement. The amount of the Equity Commitment. (b) The Investor may effect the funding of the Equity Commitment directly or indirectly through one or more affiliates of the Investor. In the event that Holdco does not require all of the equity with respect to which the Investor and the Other Equity Provider have made the Equity Commitment or the Other Equity Commitment, as the case may be, the amount to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors Investor and the Other Investors have made Equity Provider; provided, that the Commitments (as definedaggregate amount of the Equity Commitment and the Other Equity Commitment, with respect after giving effect to the Investors and any Other Investorapplicable reductions, will be sufficient, in this letter agreement or combination with the applicable Other Investor Equity Commitment Letterother financing arrangements contemplated by the Merger Agreement, as the case may be) but only to the extent that HoldCo, for Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionand pay all of the fees and expenses incurred by Parent in connection therewith.

Commitment. This letter agreement confirms the commitment of the InvestorsSponsor, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective TimeParent, cash in the amount of US$30,000,000 27,184,889.00 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued Parent, subject to the Investors or a Person or Persons designated by the Investorsterms and conditions hereof. Such Commitment, and the corresponding commitments commitment under the each Other Investor Sponsor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable)Letter, shall be used by HoldCoParent, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing cause to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing cause to be paid) fees and expenses incurred by HoldCoParent, Parent and Merger Sub the Company and, following the Closing, the Surviving Entity, in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the InvestorsGuarantee) in respect of the HoldCo Parent Termination Fee under the any Limited Guarantee given by the InvestorsGuarantee). The Investors Sponsor may effect the Contribution directly or indirectly through one or more direct or indirect Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereofSponsor. No Investor (together with its successors or permitted assigns) shallSponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent and the liability of Sponsor hereunder shall not exceed the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreementCommitment. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by Sponsor and the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement Other Sponsors in the event that HoldCo Parent does not require all of the equity with respect to which the Investors Sponsor and the each Other Investors Sponsor have made the Commitments (as defined, with respect to the Investors Sponsor and any each Other InvestorSponsor, in this letter agreement or the applicable Other Investor Sponsor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds fund to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the InvestorsEach Investor hereby commits, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), that at or prior to the Effective TimeClosing, cash such Investor shall purchase, or cause the purchase of, the percentage amount of the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of US$30,000,000 cash set forth opposite its name in column 3 (such sum, subject to Total Commitment) of Schedule A attached hereto (the adjustment pursuant to this Section 1aggregate amount paid by each Investor, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under aggregate amount paid by all the Other Investor Equity Commitment LettersInvestors, the “Commitments”), which amount shall be used by Parent, together with the proceeds cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Debt Financing and/or Rollover Investors pursuant to the Alternative Financing Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (if applicablesuch other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), shall be used by HoldCosolely for the purpose of allowing Parent to fund, to the extent necessary, solely for a portion of the purpose (amounts payable by Parent at the “Specified Purpose”) of (a) funding (or causing to be funded) Closing pursuant to, and in accordance with, the Merger Consideration Agreement, on the terms and any other amounts required subject to be paid by HoldCo, Parent or Merger Sub pursuant to the conditions of the Merger Agreement, and (b) paying (or causing to be paid) fees related costs and expenses incurred by HoldCoof Parent; provided, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any that no Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute to Parent at any time more than the amount of the Commitment set forth opposite its Pro Rata Percentage name in column 3 (as defined belowTotal Commitment) of Schedule A attached hereto; provided, further, that the aggregate amount of liability of the Investors under this letter agreement shall at no time exceed the aggregate amount set forth opposite the names of the Investors in column 3 (Total Commitment) in Schedule A attached hereto. Each Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more affiliated entities; provided, that no such action shall reduce the amount of such Investor’s Commitment to any Person pursuant to or otherwise affect the terms obligations of such Investor under this letter agreement. The amount of the Commitment Commitments to be funded under this letter agreement may be reduced in a manner agreed by solely to the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event extent that HoldCo Parent does not require all of the equity with respect to which the Investors Commitments and the Other Investors have made Equity Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses of Parent) by reason of Parent having obtained funds from other sources; provided, that if Parent does not require all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (as definedand any related costs and expenses), with respect any such reduction in equity financing shall be applied pro rata among the Commitments and the Other Equity Commitments based on the amount of each respective commitment prior to giving effect to any such reduction; and provided, further, that the amount of the Commitment to be funded by each Investor shall not be reduced by more than 5% without such Investor’s consent. For the avoidance of doubt, the Commitment is payable only at the Closing upon written notice from Parent to the Investors of the satisfaction of the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not be payable at any Other Investorother time, under any other circumstance or for any other purpose. Parent may direct the Investors to pay the Commitment to a parent entity of Parent; provided that such parent entity has agreed in this letter writing that it will pay the Commitment to Parent immediately upon the receipt of such payment (which agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only shall be reasonably satisfactory to the extent that HoldCo, Company and shall not be amended without the approval of the Company). Parent hereby agrees to deliver the Parent Notice promptly (and Merger Sub have sufficient funds to consummate in any event within one (1) calendar day) following the Merger and other transactions contemplated by satisfaction of the Merger Agreement following such reductionConditions.

Commitment. This letter agreement confirms Each Investor hereby commits, severally and not jointly, on the commitment of the Investors, terms and subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), that at or immediately prior to the Effective TimeClosing, such Investor shall purchase, or cause the purchase of, directly or indirectly, equity securities of Parent for cash in an aggregate amount that is equal to the amount set forth opposite its name in the second column (Commitment) of US$30,000,000 Schedule A attached hereto (such sumthe maximum amount payable by each Investor, subject to its “Commitment”, and the adjustment maximum aggregate amount payable by the Investors pursuant to this Section 1letter agreement and the Co-Lead Investors pursuant to the Co-Lead Equity Commitment Letter, and the value of the Rollover Shares contributed in accordance with the Support Agreements, collectively, the “CommitmentCommitments”), in exchange which amount shall be used solely for equity securities the purpose of HoldCo allowing Parent to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersfund, together with the net proceeds of the Debt Financing and/or Financing, a portion of the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCoParent at the Closing pursuant to, and in accordance with, the Merger Agreement and related fees, costs and expenses required to be paid by Parent or Merger Sub pursuant at the Closing, on the terms and subject to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub conditions set forth in connection with the transactions contemplated by the Merger Agreement (whichcollectively, in each case and for the avoidance of doubt“Merger Consideration”); provided, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any that no Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute to, or purchase equity or otherwise provide funds, directly or indirectly, from or to, Parent, in any amount in excess of such Investor’s Commitment. The aggregate amount of liability of each Investor under this letter agreement shall at no time exceed such Investor’s Commitment. Each Investor may effect the purchase of equity securities of Parent directly or indirectly through one or more Affiliates or an entity managed or advised by an Affiliate (other than Parent or any subsidiary thereof) or any of the other Investors that is able to make the representations and warranties set forth in Section 13 hereof; and each of the Investors, TopCo, HoldCo, Intermediate and Parent agree and acknowledge that such purchase shall be effected in part by Intermediate’s subscription for equity securities of Parent; provided, that no such action shall reduce the amount of its Pro Rata Percentage (as defined below) such Investor’s Commitment or otherwise affect the obligations of the Commitment to any Person pursuant such Investor under this letter agreement except to the terms extent any such Affiliate, Investor or other Person actually funds any portion of this letter agreementsuch amount. The Without limiting the foregoing, the amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by solely to the Investors and HoldCo pursuant to Section 1.2(b) extent that Parent does not require the full amount of the Interim Investors Commitments to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement in (and any related fees, costs, and expenses required to be paid by Parent at the event Closing); provided, that HoldCo if Parent does not require all of the equity with respect Commitments in order to which pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related fees, costs and expenses required to be paid by Parent at the Closing), any such reduction in the Commitments shall be applied in the manner agreed amongst the Investors and the Other Investors have made Co-Lead Investors; provided, further that any such reduction shall only occur simultaneously with the Commitments (as defined, with respect consummation of the Closing and the payment of the amounts required to be paid by Parent on the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate Closing Date under the Merger and other transactions contemplated by the Merger Agreement following such reductionAgreement.

Commitment. This letter agreement confirms the commitment of the InvestorsSponsor, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective TimeParent, cash in the amount of US$30,000,000 80,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo Parent to be issued to our Affiliate, TCH Sapphire Limited, subject to the Investors or a Person or Persons designated by the Investorsterms and conditions hereof. Such Commitment, and the corresponding commitments commitment under the each Other Investor Sponsor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable)Letter, shall be used by HoldCoParent, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing cause to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing cause to be paid) fees and expenses incurred by HoldCoParent, Parent and Merger Sub the Company and, following the Closing, the Surviving Entity, in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the InvestorsGuarantee) in respect of the HoldCo Parent Termination Fee under the any Limited Guarantee given by the InvestorsGuarantee). The Investors Sponsor may effect the Contribution directly or indirectly through one or more direct or indirect Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereofSponsor. No Investor (together with its successors or permitted assigns) shallSponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent and the liability of Sponsor hereunder shall not exceed the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreementCommitment. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by Sponsor and the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement Other Sponsors in the event that HoldCo Parent does not require all of the equity with respect to which the Investors Sponsor and the each Other Investors Sponsor have made the Commitments (as defined, with respect to the Investors Sponsor and any each Other InvestorSponsor, in this letter agreement or the applicable Other Investor Sponsor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds fund to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the Investors(a) ▇▇. ▇▇▇ hereby commits, subject to the terms and conditions set forth herein, to contribute subscribe for (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined belowsubscribed for), at or immediately prior to the Effective TimeClosing, equity securities of Holdco and to pay (or cause to be paid) to Holdco in immediately available funds an aggregate purchase price in cash in the amount of US$30,000,000 (such sumequal to $23,000,000, subject to the adjustment pursuant to this Section 1, 1(b) below (the “Equity Commitment”), in exchange for equity securities of HoldCo which will be applied to (i) fund (or cause to be issued to the Investors funded through Parent or Merger Sub) a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds portion of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the aggregate Merger Consideration and any other amounts consideration required to be paid by HoldCo, Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub pursuant to the Merger Agreement, and (bSub) paying (or causing to be paid) related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, thereto; provided that ▇▇. ▇▇▇ shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallnot, under any circumstances, be obligated to contribute to Holdco more than the amount Equity Commitment and the liability of its Pro Rata Percentage (as defined below) of ▇▇. ▇▇▇ hereunder shall not exceed the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Equity Commitment. (b) ▇▇. ▇▇▇ may effect the funding of the Equity Commitment directly or indirectly through one or more affiliates of ▇▇. ▇▇▇. In the event that Holdco does not require all of the equity with respect to which ▇▇. ▇▇▇ and the Other Equity Provider have made the Equity Commitment or the Other Equity Commitment, as the case may be, the amount to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors ▇▇. ▇▇▇ and the Other Investors have made Equity Provider; provided, that the Commitments (as definedaggregate amount of the Equity Commitment and the Other Equity Commitment, with respect after giving effect to the Investors and any Other Investorapplicable reductions, will be sufficient, in this letter agreement or combination with the applicable Other Investor Equity Commitment Letterother financing arrangements contemplated by the Merger Agreement, as the case may be) but only to the extent that HoldCo, for Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionand pay all of the fees and expenses incurred by Parent in connection therewith.

Commitment. This Subject to the terms and conditions set forth in this letter agreement, Pershing Square agrees that, at or prior to the Closing, Pershing Square shall, and/or shall cause one or more of its assignees permitted by the terms of this letter agreement confirms the commitment to, contribute to HHH, as equity capital, a dollar amount of the Investorscash (such agreement to contribute equity capital, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1letter agreement, the “Commitment”), in exchange for equity securities of HoldCo to be issued ) equal to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, Cap solely for the purpose of funding, and to the extent necessary to fund, the following (collectively the “Specified PurposeBuyer Payment Obligations”) of ): (a) funding the payment at the Closing of a portion of the Closing Payments pursuant to Section 2.2 of the Agreement, (or causing to be fundedb) the Merger Consideration payment of a ratable portion (based on the portion of the Closing Payments financed pursuant to the foregoing clause (a)) of any and any other amounts all fees and expenses required to be paid by HoldCo, Parent or Merger Sub pursuant to Buyer at the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Closing in connection with the transactions contemplated by the Merger Agreement pursuant to and in accordance with the Agreement (whichcollectively, the “Transaction”) and (c) the payment of amounts for additional equity capital to be contributed to the Company by Buyer at or immediately following the Closing in each case connection with the Transaction to be used for working capital and for general corporate purposes by the avoidance of doubtCompany and its subsidiaries following the Closing; provided, however, that (i) Pershing Square and/or its permitted assignees shall not include the HoldCo Termination Fee have any obligation under any circumstances to contribute to, purchase equity or debt securities of, or otherwise provide funds to, HHH or any Guaranteed Obligations (as defined other Person in the Limited Guarantee given by the Investors) any amount in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) excess of the Commitment Cap, (ii) the equity contributed by Pershing Square and/or its permitted assignees to any Person HHH pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may only be reduced in used by HHH to provide a manner agreed by corresponding amount of funding to Buyer to satisfy the Investors Buyer Payment Obligations, and HoldCo pursuant to Section 1.2(bnot for any other purpose, (iii) funding of the Interim Investors Agreement equity contribution with respect to which Pershing Square has made the Commitment shall occur contemporaneously with the Closing and (iv) in the event that HoldCo HHH does not require Pershing Square to fund all of the equity financing with respect to which the Investors and the Other Investors have Pershing Square has made the Commitments (as definedCommitment in order to consummate the Transaction, then the amount required to be funded by Pershing Square and/or its permitted assignees with respect to the Investors and any Other InvestorCommitment shall be reduced accordingly. Upon receipt, HHH shall promptly contribute, directly or indirectly, the equity financing received from Pershing Square to Buyer in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionfull.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 270,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the InvestorsEagle Creek Capital, subject to the terms and conditions set forth herein, to contribute LLC (or cause to be contributed) (the “ContributionInvestor”) is pleased to HoldCo for the Specified Purpose advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or prior to substantially concurrently with the Effective TimeClosing, cash in accordance with the amount of US$30,000,000 (such sum, terms and subject to the adjustment pursuant conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to this Section 1, $7,547.00 (the “Commitment”), subject to reduction as set forth in exchange for equity securities this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of HoldCo to be issued shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Investors Closing, or (iii) a Person or Persons designated combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the InvestorsMerger Consideration. Such At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersif any, together with the cash proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, capital contributions made to Parent pursuant to the extent necessary, solely for the purpose other Equity Commitment Letters (the “Specified PurposeSigning Equity Commitment Letters”) of and Debt Commitment Letter (athe “Debt Commitment Letter”) funding delivered to Parent by certain other investors (or causing to be fundedthe “Signing Investors”) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under date hereof and the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the Commitment following purposes, and not for any other purpose whatsoever: (i) to any Person satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇ ▇. ▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇▇▇ required to be reimbursed by the Company pursuant to the terms of this letter agreement. The amount that certain Interim Investors’ Agreement, dated as of the Commitment to be funded under this letter agreement may be reduced in a manner agreed date hereof, by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors among Parent, Merger Sub, Investor, and the Other Investors have made (the Commitments “Interim Investors’ Agreement”) (the payments in this clause (i), collectively, the “Closing Payments”), (ii) after the Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as defined, with respect otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Investors Closing only in accordance with the terms of the Investor Investors’ Agreement, and any Other Investoronly so long as Parent shall have, in assuming the receipt of all proceeds under this letter agreement or Agreement, the applicable Other Investor Signing Equity Commitment Letters, the Debt Commitment Letter, as and any other financing commitments delivered to Parent on or after the case may be) but only date hereof (the “Interim Commitment Letters” and together with the Signing Equity Commitment Letters and the Debt Commitment Letter, the “Other Commitment Letters”, and the commitment parties to the extent that HoldCoInterim Commitment Letters, Parent the “Interim Investors” and Merger Sub have together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to consummate satisfy the Merger Closing Payments in full and (b) shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A Shares) to make a capital contribution in the amount of the Commitment. None of Investor nor any Investor Assignee shall, under any circumstance, be obligated to (or be obligated to cause any other transactions contemplated by Person to), directly or indirectly, contribute to, purchase equity or debt from, make an investment in or otherwise provide funds or assets to Parent or any other Person pursuant to this Agreement in excess of the Merger Commitment (it being understood that nothing herein shall be deemed to limit or otherwise impair any of Investor’s commitments or obligations pursuant to the Warrant Exchange Agreement following such reductionor the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Commitment.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 50,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 25,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This The Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement confirms are satisfied, as an equity contribution to (i) Holdco, an aggregate amount of RMB equivalent to US$ 24,667,600 (the commitment "Holdco Contribution") and (ii) Parent, an aggregate amount of RMB equivalent to US$ 25,332,400 (the Investors"Parent Contribution", and collectively with the Holdco Contribution, the "Contribution"), subject to the terms and conditions set forth hereinhereof. For purposes of this letter agreement, the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to contribute the Investor at least three (or cause 3) Business Days prior to funding. The proceeds of the Holdco Contribution, along with the amounts to be contributed) paid by all other Investors (the “Contribution”"Other Investors") to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments Holdco under the Other Investor their respective Equity Commitment Letters, together with shall promptly upon receipt be further contributed by Holdco, as an equity contribution to Parent (collectively, the "Holdco to Parent Contribution"). The proceeds of the Debt Financing and/or Parent Contribution, along with the Alternative Financing Holdco to Parent Contribution and amounts to be paid by the Other Investors to Parent under their respective Equity Commitment Letters (if applicablesuch aggregate amount, the "Commitments"), shall be used by HoldCoParent, to the extent necessary, solely for the purpose to (the “Specified Purpose”i) of (a) funding fund (or causing cause to be fundedfunded through Midco or Merger Sub) a portion of the Merger Consideration Exchange Fund and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, Agreement (including any applicable consideration to the holders of Company Convertible Notes or repurchase of any Company Convertible Notes) and (bii) paying pay (or causing cause to be paidpaid through Midco or Merger Sub) related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo any Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in with respect of the HoldCo to a Parent Termination Fee under the Limited Guarantee given by the InvestorsInvestor). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallin each case, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to and in accordance with the terms of of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement. The , the aggregate amount of liability of the Commitment to be funded Investor under this letter agreement may be reduced in a manner agreed by shall at no time exceed the Investors and HoldCo pursuant to Section 1.2(b) aggregate amount of the Interim Investors Agreement in the event that HoldCo does not require all Contribution less any portion of the equity Contribution that has been funded in accordance with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement terms hereof or the applicable Other terms of that certain Escrow Agreement, dated of even date herewith, between the Investor Equity Commitment Letter, as and Parent (the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction"Escrow Agreement").

Commitment. This letter agreement confirms the several, and not joint, commitment of each of the Investors, subject to the terms and conditions set forth herein, to contribute purchase (or cause to be contributedpurchased) a portion of the equity of Parent as of the Effective Time (the “ContributionSubject Equity Securities”) for an aggregate purchase price equal to HoldCo the sum of (x) the dollar commitment set forth next to such Investor’s name on Schedule A hereto, (y) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000 for any reason, such Investor’s pro rata share (based on the Specified Purpose dollar commitments set forth in Schedule A) of the lesser of (A) $21,900,000 and (B) the amount, if any, by which the aggregate amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $155,000,000, and (z) if the amount borrowed by Parent at the closing pursuant to the Debt Financing is less than $133,100,000 solely due to a reduction in the commitments of the lenders under the Debt Financing in accordance with the last sentence of Section 1 of the Debt Commitment Letter (as defined belowin effect as of the date hereof), at or prior to such Investor’s pro rata share (based on the Effective Time, cash dollar commitments set forth in Schedule A) of the aggregate amount by which the Debt Financing is reduced in accordance with the last sentence of US$30,000,000 Section 1 of the Debt Commitment Letter (as in effect as of the date hereof) (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, ) solely for the purpose (of funding, and to the “Specified Purpose”) of (a) funding (or causing extent necessary to be funded) fund, the aggregate Merger Consideration, aggregate Option Consideration and aggregate Restricted Stock Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by Merger pursuant to and in accordance with the Merger Agreement (whichand to pay related expenses, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect provided that none of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly (or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assignsassignees) shall, under any circumstances, be obligated to contribute more than the amount purchase any equity of Parent for a purchase price in excess of its Pro Rata Percentage respective Commitment, provided, further, that each Investor may fund the portion of its Commitment described in clause (y) above in the form of unsecured loans to the extent the Company is permitted to incur such loans (and on terms to be mutually agreed). For the avoidance of doubt, Parent’s agreement in clause (z) of the previous sentence to increase its Commitment in the event of a reduction in the Debt Financing shall not be construed as any evidence of whether the conditions precedent set forth in clause (a)(ii) below or in Section 6.2 of the Merger Agreement have been satisfied. The obligation of each of the Investors (or its assignees) to fund the Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of the Investors) of all conditions precedent to Parent’s and ▇▇▇▇▇▇ Sub’s obligations to effect the Closing and (iii) the substantially simultaneous closing of the financing under the Debt Commitment Letters and (b) subject to the foregoing clause (a), will occur contemporaneous with the Closing and the simultaneous issuance to each of the Investors of the Subject Equity Securities. The amount to be funded under this Agreement will be reduced in the manner designated by the Sponsor (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity financing with respect to which the Investors and the Other Investors have made the their Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds order to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionAgreement.

Commitment. This letter agreement confirms the commitment of the InvestorsMill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, upon the Acceptance Time and at the Closing (as applicable), it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to contribute the total amount resulting from (or cause a) (i) the aggregate amount that Acquisition Sub becomes obligated to be contributed) pay for any Company Shares that Acquisition Sub becomes obligated to purchase at the Acceptance Time (the “ContributionOffer Consideration”) , subject to HoldCo for all terms and conditions of the Specified Purpose Offer, plus (as defined belowii) the aggregate amount of the Exchange Fund, plus (iii) the aggregate amount of the payment obligations of the Surviving Corporation under Sections 3.7(d) and 3.7(e) of the Merger Agreement, minus (b) $75 million (representing a portion of anticipated Debt Financing), at or prior to minus (c) $10.4 million (representing a portion of the Company’s anticipated cash and short term marketable securities as of the Effective Time, cash in the amount of US$30,000,000 ) (such sum, subject to the adjustment pursuant to this Section 1collectively, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (of funding, and to the “Specified Purpose”) extent necessary to fund, a portion of (a) funding (or causing to be funded) the aggregate Offer Consideration and Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallrelated expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent or Acquisition Sub in any amount in excess of the Commitment. Sponsor may meet its obligation to fund the Commitment directly or indirectly through one or more than the amount of its Pro Rata Percentage Sponsor’s Affiliates, or together with certain other Persons that are “accredited investors” (as such term is defined below) MRSK Hold Co. August 23, 2016 under Rule 501 of Regulation D, as promulgated by the Commitment to any Person Securities and Exchange Commission pursuant to the terms of this letter agreementSecurities Act), as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter agreement simultaneous with Acceptance Time or the Closing (as applicable) may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate has consummated the Merger and other transactions Offer or the Closing (as applicable) as contemplated by the Merger Agreement following such reductionwith Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the full amount of the Commitment.

Commitment. This letter agreement 2.1 Each Equity Investor hereby severally and irrevocably confirms the commitment of the Investorsand undertakes to Bidco that, subject to the terms and conditions of this Letter (including, without limitation, paragraph 3 below), it will make, or procure that one or more of its Contributing Parties (as defined below) makes, one or more direct or indirect investments in Bidco (by way of subscription for equity and/or debt securities and/or by way of loan) in an aggregate amount of the amount set forth hereinout opposite its name in column (2) of the table in Schedule 1 of this Letter (the "Commitment" and together with the Commitment of each other Equity Investor, to contribute (the "Aggregate Commitment") and it will not withdraw or extract or suffer or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at redeemed or repaid such sums prior to the Effective Timedate by which Bidco must pay the cash consideration to the shareholders of the Target in connection with and pursuant to the Offer (the "Relevant Date"), cash in as required by the Takeover Code. 2.2 Subject to the terms of this Letter, each Equity Investor will fund, or procure that one or more of its Contributing Parties funds, the amount of US$30,000,000 its Commitment in immediately available funds so that it is received in cleared funds in Sterling by Bidco on or before the date that is three (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”3) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations Business Days (as defined in the Limited Guarantee given Takeover Code) prior to the Relevant Date (the "Funding Date"). 2.3 Subject to the terms and conditions of this Letter (including, without limitation, paragraph 3 below) each Equity Investor's Commitment will be used solely by Bidco, together with funds to be provided to Bidco under any debt financing documentation to be entered into by Bidco in connection with the Investors) Offer, to satisfy Bidco's obligation to pay the consideration due from Bidco at the Relevant Date and Bidco's costs and/or expenses in connection with the Offer. 2.4 Each Equity Investor's Commitment may take such forms and be advanced on such terms as the Equity Investor and Bidco may determine at their sole discretion, subject at all times to and without prejudice to the other terms of this Letter. 2.5 Each Equity Investor severally warrants to Bidco that, in respect of itself only, as of the HoldCo Termination Fee date of this Letter: (a) it has (i) funds available to it equal to at least its Commitment and/or (ii) undrawn commitments equal to at least its Commitment; (b) it has the power and authority required to enter into this Letter and to perform fully its obligations as contemplated by this Letter in accordance with its terms; (c) the execution, delivery and performance of this Letter by it has been duly and validly authorised and approved by all necessary corporate, partnership or limited liability partnership actions, as applicable, and no other proceedings or actions on its part are required therefor; and (d) the execution, delivery and performance by it of this Letter does not and will not (i) violate its organisational documents, (ii) violate any applicable law, binding regulation, judgment or similar applying to it or (iii) result in any violation of or default (with or without notice or lapse of time, or both) under or give rise to right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party which would affect its ability to perform the obligations imposed on it under the Limited Guarantee given by terms of this Letter and/or any other document referred to in this Letter. 2.6 Each Equity Investor may, with the Investorsprior written consent of the Financial Adviser (not to be unreasonably withheld or delayed). The Investors may effect the Contribution directly or indirectly , satisfy its obligations under this Letter through one or more Affiliates Contributing Parties designated by it and, in such event, the relevant Equity Investor’s Commitment hereunder will be reduced by any amounts in Sterling that are actually contributed directly or indirectly to Bidco by such persons on or before the Funding Date (and that are not withdrawn, extracted, redeemed or repaid until after the Payment Obligations have been fulfilled by Bidco) (such amounts being the relevant Equity Investor's "Substituted Amount(s)"), provided that (i) the Financial Adviser's consent shall not be required in respect of any Investor such Substituted Amount(s) to the extent such Substituted Amount(s) are unconditionally received in cleared funds (with no obligation to withdraw, extract, redeem or any affiliated investment fund or vehicles sponsored, advised or managed repay until after the Payment Obligations have been fulfilled by Bidco) by Bidco prior to the latest date by which the Drawdown Notices must be issued by the investment manager of any relevant Equity Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the enable such Equity Investor's Commitment to be funded under this letter agreement may be reduced received by Bidco in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect Sterling on or prior to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.Funding Date and

Commitment. This letter agreement confirms (this “Letter Agreement”) will become effective simultaneously with the commitment execution and delivery of the InvestorsMerger Agreement by M▇▇▇▇▇ Sub, the Company and Parent. Upon the terms and subject to the terms and conditions set forth herein, to contribute each of the entities that are parties hereto and named on Exhibit A (or cause each, an “Investor” and collectively, the “Investors”) hereby commits, severally and not jointly, that, if and only if (i) each of the conditions set forth in Section 8.01 and Annex I of the Merger Agreement have been and continue to be contributedsatisfied or waived in writing by Parent as of the Expiration Date (other than those conditions that, by their nature, are to be satisfied at the Closing but which are then capable of being satisfied at the Closing) and (ii) the “Contribution”) to HoldCo for Closing would occur substantially concurrently with the Specified Purpose funding of Commitment (as defined below), then such Investor shall, at the Closing, fund or prior cause to be funded (directly or indirectly) to Parent an amount equal to the Effective Time, cash product of (x) the percentage set forth opposite its name on Exhibit A (such Investor’s “Percentage”) and (y) the aggregate amount Parent and/or Merger Sub is required to pay under the Merger Agreement at the Closing as contemplated by Section 1.01(e) and Section 3.01(c) of the Merger Agreement (subject to any reduction in accordance with the terms in the amount of US$30,000,000 immediately following sentence) (such sumaggregate amount, subject to the adjustment pursuant to this Section 1collectively, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of enabling payment of (a) funding (or causing to be funded1) the Merger Consideration aggregate Offer Price for all shares of Company Common Stock validly tendered and any other amounts required to be paid by HoldCo, Parent or Merger Sub not withdrawn pursuant to the Merger Agreement, Offer at the Acceptance Time and (b2) paying the aggregate Merger Consideration for all shares of Company Common Stock outstanding immediately prior to the Effective Time (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investorsother than Dissenting Shares). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo If Parent does not require all of the equity entire amount with respect to which the Investors and the Other Investors have made the Commitments (as definedCommitment to consummate the Offer and the Merger, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only including to the extent that HoldCothe Company’s cash on hand as of the Closing is sufficient to fund such amount, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionCommitment shall be reduced accordingly.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 40,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the Investors, subject Subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)EC Investor hereby commits and agrees that, at or prior to the Effective TimeClosing, cash it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$190,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of US$30,000,000 liability of the EC Investor hereunder shall not exceed, the Commitment (such sumthe “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the adjustment pursuant to Cap under this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, Letter and the corresponding commitments applicable caps under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall will solely be used by HoldCoto fund, to the extent necessarynecessary to fund, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any such other amounts required to be paid by HoldCo, Parent or Merger Sub at the Effective Time pursuant to Article 2 of the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Agreement in connection with the transactions contemplated by consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations Obligations) (as defined in collectively, the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors“Closing Payments”). The Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may effect the Contribution directly assign all or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at or prior to the terms Closing for the purpose of this letter agreementfunding the Closing Payments. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors If (and HoldCo pursuant to Section 1.2(bonly if) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with respect to which the Interim Investors and the Other Investors have made the Commitments (as definedAgreement, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have has sufficient funds to pay the Closing Payments in full and to consummate the Merger and other transactions contemplated by Transactions, including the Merger Agreement Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. This letter agreement confirms For valuable consideration, the commitment receipt and sufficiency of which are hereby acknowledged, ▇▇▇▇▇▇▇▇▇ Fund III, L.P, (the Investors“Sponsor”) hereby irrevocably commits, on the terms and subject to the terms and conditions set forth herein, to contribute that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or cause to be contributedwithholding whatsoever) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentContributions”), in exchange for equity securities of HoldCo to be issued to Bidco, on the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations first Business Day (as defined in the Limited Guarantee given Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$8,162,805,000 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the InvestorsSponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in respect of the HoldCo Termination Fee under the Limited Guarantee given each case by the Investors)Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallSponsor shall not, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person Bidco pursuant to this letter agreement, but without prejudice to the terms of this letter agreement. The amount the Consortium Agreement dated on or about of the Commitment to be funded under this letter agreement may be reduced entered into between, among others, ▇▇▇▇▇▇▇▇▇ HHBH Holdings Limited, ▇▇▇▇▇▇▇▇▇ HHBG Holdings Limited and Superise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in a manner agreed by Holdco, Topco or Bidco without the Investors and HoldCo pursuant to Section 1.2(b) prior written consent of the Interim Investors Agreement Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the cash consideration in connection with the event that HoldCo does not require all Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect paragraph 11 of Schedule 1 to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionTakeovers Code.

Commitment. This letter agreement confirms the commitment of the InvestorsLender hereby agrees to make loans (each an “Advance”) to Borrower, subject to the terms and conditions stated in Section 2 hereof, up to an aggregate principal amount of Ten Million Dollars ($10,000,000), which shall be disbursed by Lender to Borrower in five traunches on the respective “Funding Dates” as set forth hereinin Exhibit A. The obligation of Lender to make Advances to Borrower shall terminate on April 1, to contribute (or cause to be contributed) 2010 (the “ContributionFunding Commitment Termination Date”); provided, however, that Lender shall have no obligation to make any further Advances following the occurrence of any Event of Default (as hereinafter defined). In consideration of Lender’s commitment to loan up to aggregate principal amount of Ten Million Dollars ($10,000,000) to HoldCo for Borrower, simultaneously with the Specified Purpose funding of the initial Advance under this Credit Agreement, Borrower shall issue a warrant to purchase shares of Borrower’s common stock, $0.001 par value per share (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentCommon Stock”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose form attached hereto as Exhibit B (the “Specified PurposeWarrant”) ). Subject to receipt of (a) funding (or causing to be funded) stockholder approval of the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to increase in the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions number of authorized shares of Common Stock as contemplated by Section 10(b) below, the Merger Agreement (whichWarrant shall be exercisable for a total of 500,000,000 shares of Common Stock, in each case and for less the avoidance total number of doubt, shall not include the HoldCo Termination Fee shares issued or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect issuable upon conversion of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage Note (as defined below) as of the Funding Commitment Termination Date, at an exercise price of $0.02 per share of Common Stock, subject to any Person pursuant to adjustment as provided in the terms of this letter agreementWarrant. The amount shares issuable upon exercise of the Commitment Warrant are referred to be funded under this letter agreement may be reduced in a manner agreed by herein collectively as, the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction“Warrant Shares.”

Commitment. This letter agreement confirms the several, and not joint, commitment of each Investor, upon the Investors, terms and subject to the terms conditions and conditions limitations set forth herein, to contribute (or cause to be contributed) contributed (the “Contribution”directly or indirectly) to HoldCo for the Specified Purpose Parent its percentage (as defined below), at or prior to the Effective Time, cash in the set forth opposite such Investor’s name on Schedule A hereto) of an aggregate amount of US$30,000,000 up to $750,000,000 of cash equity financing (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”)) at the Closing, in exchange solely for equity securities the purpose of HoldCo to be issued funding and only to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersextent necessary, together with the substantially concurrent receipt of the proceeds of the Debt Financing and/or the Alternative Financing (if applicable)Financing, shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding the payment for any and all Shares tendered pursuant to the Offer at the Offer Acceptance Time and (or causing to be fundedb) the Merger Consideration and any other amounts payment required to be paid by HoldCo, Parent or Merger Sub made pursuant to Section 2.6(a) and Section 2.9 of the Merger Agreement, in each case, pursuant to, and (b) paying (or causing to be paid) in accordance with, the Merger Agreement and the payment of Indebtedness and related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by Offer and the Merger Agreement (whichMerger; provided, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any that no Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or their permitted assigns) assignees shall, under any circumstances, be obligated to contribute more than the amount make available, or cause to be made available, any amounts in excess of its Pro Rata Percentage (as defined below) their respective percentage of the Commitment as set out in Schedule A hereto. The several obligation of each Investor (or any of its permitted assignees) to any Person pursuant fund its respective portion of the Commitment is subject to (a) the terms of this letter agreement. The amount , (b) the written waiver by Parent or Purchaser or satisfaction of all conditions precedent set forth in the Merger Agreement (including the Offer Condition) to Parent’s and Purchaser’s obligations to effect the Closing, (c) the prior or substantially simultaneous receipt of the Commitment net cash proceeds of the Debt Financing (or any alternative financing) and (d) the substantially simultaneous Closing of the Merger on the terms and subject to the conditions of the Merger Agreement. Without prejudice to the obligations of the Investors under this letter agreement, the amount to be funded under this letter agreement may shall be reduced in a the manner agreed designated by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Equity Financing with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, Commitment in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds order to consummate the Merger Offer and other transactions contemplated by the Merger Agreement following Merger; provided, however, such reductionamount shall not be reduced pursuant to this sentence until and unless the Closing occurs.

Commitment. This letter agreement confirms the commitment of Tang Capital Partners, LP (the Investors“Investor”), subject to the terms and conditions set forth contained herein, to contribute (to Parent on or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or before one Business Day prior to the Effective TimeClosing Date, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates intermediaries, an aggregate amount of $100,000,000 (the “Equity Commitment”). The Equity Commitment will be used by Parent solely to fund the Offer Price, the Merger Consideration and any other cash amounts to be paid by Parent or Merger Sub to any other Person on the Closing Date pursuant to the Merger Agreement, on the terms set forth in the Merger Agreement; provided, that the Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallshall not, under any circumstances, be obligated to contribute or cause to be contributed to Parent more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreementEquity Commitment. The Cash Consideration and the Merger Consideration (exclusive of CVRs) will be funded from the Equity Commitment. Otherwise, the amount of the Commitment to be funded under this letter agreement hereunder may be reduced in on a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement dollar-for-dollar basis in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds do not require the full amount of the Equity Commitment, solely to the extent it will be possible, notwithstanding such reduction, for Parent and Merger Sub to consummate the Merger and other transactions contemplated by the Merger Agreement following in accordance with the terms thereof; provided, that any such reductionreduction shall only occur simultaneously with the occurrence of the Closing. For the avoidance of doubt, if the Closing shall not occur for any reason, the Investor shall have no obligation to fund the Equity Commitment. The Investor may allocate its investment to Affiliates and co-investors, provided no such allocation shall relieve the Investor of its obligation to provide the amount set forth above in the event that such Affiliates or co-investors fail to make such investment.

Commitment. This The Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement confirms are satisfied, as an equity contribution to (i) Holdco, an aggregate amount of RMB equivalent to US$ 493,351,999 (the commitment "Holdco Contribution") and (ii) Parent, an aggregate amount of RMB equivalent to US$ 506,648,001 (the Investors"Parent Contribution", and collectively with the Holdco Contribution, the "Contribution"), subject to the terms and conditions set forth hereinhereof. For purposes of this letter agreement, the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to contribute the Investor at least three (or cause 3) Business Days prior to funding. The proceeds of the Holdco Contribution, along with the amounts to be contributed) paid by all other Investors (the “Contribution”"Other Investors") to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments Holdco under the Other Investor their respective Equity Commitment Letters, together with shall promptly upon receipt be further contributed by Holdco, as an equity contribution to Parent (collectively, the "Holdco to Parent Contribution"). The proceeds of the Debt Financing and/or Parent Contribution, along with the Alternative Financing Holdco to Parent Contribution and amounts to be paid by the Other Investors to Parent under their respective Equity Commitment Letters (if applicablesuch aggregate amount, the "Commitments"), shall be used by HoldCoParent, to the extent necessary, solely for the purpose to (the “Specified Purpose”i) of (a) funding fund (or causing cause to be fundedfunded through Midco or Merger Sub) a portion of the Merger Consideration Exchange Fund and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, Agreement (including any applicable consideration to the holders of Company Convertible Notes or repurchase of any Company Convertible Notes) and (bii) paying pay (or causing cause to be paidpaid through Midco or Merger Sub) related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo any Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in with respect of the HoldCo to a Parent Termination Fee under the Limited Guarantee given by the InvestorsInvestor). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallin each case, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to and in accordance with the terms of of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement. The , the aggregate amount of liability of the Commitment to be funded Investor under this letter agreement may be reduced in a manner agreed by shall at no time exceed the Investors and HoldCo pursuant to Section 1.2(b) aggregate amount of the Interim Investors Agreement in the event that HoldCo does not require all Contribution less any portion of the equity Contribution that has been funded in accordance with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement terms hereof or the applicable Other terms of that certain Escrow Agreement, dated of even date herewith, between the Investor Equity Commitment Letter, as and Parent (the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction"Escrow Agreement").

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 10,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the InvestorsMill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, upon the Acceptance Time and at the Closing (as applicable), it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to contribute the total amount resulting from (or cause a) (i) the aggregate amount that Acquisition Sub becomes obligated to be contributed) pay for any Company Shares that Acquisition Sub becomes obligated to purchase at the Acceptance Time (the “ContributionOffer Consideration”) , subject to HoldCo for all terms and conditions of the Specified Purpose Offer, plus (as defined belowii) the aggregate amount of the Exchange Fund, plus (iii) the aggregate amount of the payment obligations of the Surviving Corporation under Sections 3.7(d) and 3.7(e) of the Merger Agreement, minus (b) $75 million (representing a portion of anticipated Debt Financing), at or prior to minus (c) $10.4 million (representing a portion of the Company’s anticipated cash and short term marketable securities as of the Effective Time, cash in the amount of US$30,000,000 ) (such sum, subject to the adjustment pursuant to this Section 1collectively, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (of funding, and to the “Specified Purpose”) extent necessary to fund, a portion of (a) funding (or causing to be funded) the aggregate Offer Consideration and Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallrelated expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent or Acquisition Sub in any amount in excess of the Commitment. Sponsor may meet its obligation to fund the Commitment directly or indirectly through one or more than the amount of its Pro Rata Percentage Sponsor’s Affiliates, or together with certain other Persons that are “accredited investors” (as such term is defined below) MRSK Hold Co. [DATE], 2016 under Rule 501 of Regulation D, as promulgated by the Commitment to any Person Securities and Exchange Commission pursuant to the terms of this letter agreementSecurities Act), as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter agreement simultaneous with Acceptance Time or the Closing (as applicable) may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate has consummated the Merger and other transactions Offer or the Closing (as applicable) as contemplated by the Merger Agreement following such reductionwith Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the full amount of the Commitment.

Commitment. This letter agreement confirms the commitment of the Investors, subject Subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)EC Investor hereby commits and agrees that, at or prior to the Effective TimeClosing, cash it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$720,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of US$30,000,000 liability of the EC Investor hereunder shall not exceed, the Commitment (such sumthe “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the adjustment pursuant to Cap under this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, Letter and the corresponding commitments applicable caps under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall will solely be used by HoldCoto fund, to the extent necessarynecessary to fund, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any such other amounts required to be paid by HoldCo, Parent or Merger Sub at the Effective Time pursuant to Article 2 of the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Agreement in connection with the transactions contemplated by consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations Obligations) (as defined in collectively, the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors“Closing Payments”). The Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may effect the Contribution directly assign all or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at or prior to the terms Closing for the purpose of this letter agreementfunding the Closing Payments. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors If (and HoldCo pursuant to Section 1.2(bonly if) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with respect to which the Interim Investors and the Other Investors have made the Commitments (as definedAgreement, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have has sufficient funds to pay the Closing Payments in full and to consummate the Merger and other transactions contemplated by Transactions, including the Merger Agreement Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. This letter agreement confirms the commitment of 346 Short LLC (the Investors“Investor”), subject to the terms and conditions set forth contained herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), Parent at or prior to the Effective Acceptance Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates intermediaries, an aggregate amount of any $25,000,000 (the “Commitment”), which Commitment may be contributed to Parent through an equity investment, loan or other similar transaction. The Commitment will be used by Parent solely to fund (i) the aggregate Cash Consideration in accordance with Section 3.1(a) of the Merger Agreement, (ii) the aggregate cash consideration payable in accordance with Section 1.1(c) of the Merger Agreement, (iii) the aggregate consideration payable to holders of Company Stock Options and Company RSUs in accordance with Section 3.2(a) and (b) of the Merger Agreement, and (iv) related fees and expenses to be paid at the Closing pursuant to, and in accordance with, the terms set forth in the Merger Agreement (the foregoing clauses (i) through (iv), collectively, the “Transaction Payments”); provided, that the Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallshall not, under any circumstances, be obligated to contribute or cause to be contributed to Parent more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreementCommitment. The Transaction Payments will be funded from the Commitment. Otherwise, the amount of the Commitment to be funded under this letter agreement hereunder may be reduced in on a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement dollar-for-dollar basis in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds do not require the full amount of the Commitment, solely to the extent it will be possible, notwithstanding such reduction, for Parent and Merger Sub to consummate the Merger and other transactions contemplated by the Merger Agreement following in accordance with the terms thereof; provided, that any such reductionreduction shall only occur simultaneously with the occurrence of the Closing. For the avoidance of doubt, if the Closing shall not occur for any reason, the Investor shall have no obligation to fund the Commitment. The Investor may allocate its investment to Affiliates and co-investors, provided no such allocation shall relieve the Investor of its obligation to provide the amount set forth above in the event that such Affiliates or co-investors fail to make such investment. Notwithstanding anything else to the contrary in this letter agreement, the cumulative liability of the Investor under this letter agreement shall not exceed the Commitment.

Commitment. This letter agreement confirms the commitment of the InvestorsCentre Lane Partners V, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, to contribute (that, simultaneous with the Closing, it shall purchase, or cause the purchase of, equity interests of the Parent for an aggregate amount equal to be contributed) ($87,597,343, plus the “Contribution”) aggregate amount payable to HoldCo for the Specified Purpose (as defined below)holders of Company Options, at or prior to the Effective TimeCompany RSUs, cash in the amount of US$30,000,000 (such sum, subject to the adjustment and Company PSUs pursuant to this Section 1, 2.4 of the Merger Agreement (the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose of funding, and to the extent necessary to fund, the Offer and the Merger pursuant to and in accordance with the Merger Agreement, together with related expenses. The aggregate proceeds from the Commitment (after netting out applicable fees, expenses, original issue discount and similar premiums and charges) constitute all of the “Specified Purpose”) financing required for the consummation of (a) funding (the Offer, the Merger and the other Transactions, and are sufficient in amount for Parent or causing Merger Sub, as applicable, to be funded) pay the Offer Price payable in the Offer for all Company Shares tendered in the Offer, the Merger Consideration and for all Company Shares exchanged in the Merger, any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by consummation of the Transactions (including any amounts payable in respect of Company Options, Company RSUs and Company PSUs under the Merger Agreement (whichAgreement) and, together with the Company’s cash on hand as of the Closing Date, all associated fees, costs and expenses in connection with the Offer, the Merger and the other Transactions, including the Equity Financing, in each case and for case, to the avoidance of doubt, shall not include extent required to be paid in connection with the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect consummation of the HoldCo Termination Fee under Offer, the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsoredMerger and such other Transactions; provided, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallthat Sponsor shall not, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) to, purchase equity or debt of, or otherwise provide funds to Parent in excess of the Commitment to any Person pursuant to Commitment. Sponsor may effect the terms purchase of this letter agreementthe equity interests of Parent directly or indirectly through one or more affiliated entities or co-investors designated by it. The amount of the Commitment to be funded under this letter agreement simultaneous with the Closing may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCoParent has consummated the Offer, Parent and Merger Sub have sufficient funds to consummate the Merger and the other transactions contemplated by Transactions with Sponsor contributing, or causing to be contributed, less than the Merger Agreement following such reductionfull amount of the Commitment.

Commitment. This The Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement confirms are satisfied, as an equity contribution to (i) Holdco, an aggregate amount of RMB equivalent to US$ 269,380,967 (the commitment "Holdco Contribution") and (ii) Parent, an aggregate amount of RMB equivalent to US$ 276,640,874 (the Investors"Parent Contribution", and collectively with the Holdco Contribution, the "Contribution"), subject to the terms and conditions set forth hereinhereof. For purposes of this letter agreement, the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to contribute the Investor at least three (or cause 3) Business Days prior to funding. The proceeds of the Holdco Contribution, along with the amounts to be contributed) paid by all other Investors (the “Contribution”"Other Investors") to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments Holdco under the Other Investor their respective Equity Commitment Letters, together with shall promptly upon receipt be further contributed by Holdco, as an equity contribution to Parent (collectively, the "Holdco to Parent Contribution"). The proceeds of the Debt Financing and/or Parent Contribution, along with the Alternative Financing Holdco to Parent Contribution and amounts to be paid by the Other Investors to Parent under their respective Equity Commitment Letters (if applicablesuch aggregate amount, the "Commitments"), shall be used by HoldCoParent, to the extent necessary, solely for the purpose to (the “Specified Purpose”i) of (a) funding fund (or causing cause to be fundedfunded through Midco or Merger Sub) a portion of the Merger Consideration Exchange Fund and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, Agreement (including any applicable consideration to the holders of Company Convertible Notes or repurchase of any Company Convertible Notes) and (bii) paying pay (or causing cause to be paidpaid through Midco or Merger Sub) related fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo any Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in with respect of the HoldCo to a Parent Termination Fee under the Limited Guarantee given by the InvestorsInvestor). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallin each case, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to and in accordance with the terms of of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement. The , the aggregate amount of liability of the Commitment to be funded Investor under this letter agreement may be reduced in a manner agreed by shall at no time exceed the Investors and HoldCo pursuant to Section 1.2(b) aggregate amount of the Interim Investors Agreement in the event that HoldCo does not require all Contribution less any portion of the equity Contribution that has been funded in accordance with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement terms hereof or the applicable Other terms of that certain Escrow Agreement, dated of even date herewith, between the Investor Equity Commitment Letter, as and Parent (the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction"Escrow Agreement").

Commitment. This letter agreement confirms the commitment of the Investors, subject Subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)EC Investor hereby commits and agrees that, at or prior to the Effective TimeClosing, cash it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$980,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of US$30,000,000 liability of the EC Investor hereunder shall not exceed, the Commitment (such sumthe “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the adjustment pursuant to Cap under this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, Letter and the corresponding commitments applicable caps under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall will solely be used by HoldCoto fund, to the extent necessarynecessary to fund, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any such other amounts required to be paid by HoldCo, Parent or Merger Sub at the Effective Time pursuant to Article 2 of the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Agreement in connection with the transactions contemplated by consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations Obligations) (as defined in collectively, the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors“Closing Payments”). The Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may effect the Contribution directly assign all or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at or prior to the terms Closing for the purpose of this letter agreementfunding the Closing Payments. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors If (and HoldCo pursuant to Section 1.2(bonly if) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with respect to which the Interim Investors and the Other Investors have made the Commitments (as definedAgreement, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have has sufficient funds to pay the Closing Payments in full and to consummate the Merger and other transactions contemplated by Transactions, including the Merger Agreement Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. This letter agreement confirms the commitment of the InvestorsMill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the Closing, it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to contribute the total amount resulting from (i) the aggregate amount of the Payment Fund, plus (ii) the aggregate amount of the payment obligations of the Surviving Corporation under Section 2.3 of the Merger Agreement, minus (iii) the aggregate amount of the Debt Financing (or cause to be contributedany Alternative Financing) contemplated by the Debt Commitment Letter, and minus (iv) the “Contribution”) to HoldCo for the Specified Purpose (Company’s cash and short term marketable securities as defined below), at or prior to of the Effective Time, cash in the amount of US$30,000,000 Time (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (of funding, and to the “Specified Purpose”) extent necessary to fund, a portion of (a) funding (or causing to be funded) the aggregate Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallrelated expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent or Merger Sub in any amount in excess of the Commitment. Sponsor may meet its obligation to fund the Commitment directly or indirectly through one or more than the amount of its Pro Rata Percentage Sponsor’s Affiliates, or together with certain other Persons that are “accredited investors” (as such term is defined below) under Rule 501 of Regulation D, as promulgated by the Commitment to any Person pursuant to the terms of this letter agreementSecurities Act), as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter agreement simultaneous with the Closing may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate has consummated the Merger and other transactions contemplated by the Merger Agreement following such reduction.with Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the full amount of the Commitment. MRGB Hold Co. May 1, 2014

Commitment. This letter agreement confirms the commitment of the Investors, subject Subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)EC Investor hereby commits and agrees that, at or prior to the Effective TimeClosing, cash it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$110,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of US$30,000,000 liability of the EC Investor hereunder shall not exceed, the Commitment (such sumthe “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the adjustment pursuant to Cap under this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, Letter and the corresponding commitments applicable caps under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall will solely be used by HoldCoto fund, to the extent necessarynecessary to fund, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any such other amounts required to be paid by HoldCo, Parent or Merger Sub at the Effective Time pursuant to Article 2 of the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Agreement in connection with the transactions contemplated by consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations Obligations) (as defined in collectively, the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors“Closing Payments”). The Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may effect the Contribution directly assign all or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at or prior to the terms Closing for the purpose of this letter agreementfunding the Closing Payments. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors If (and HoldCo pursuant to Section 1.2(bonly if) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with respect to which the Interim Investors and the Other Investors have made the Commitments (as definedAgreement, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have has sufficient funds to pay the Closing Payments in full and to consummate the Merger and other transactions contemplated by Transactions, including the Merger Agreement Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. This letter agreement confirms the commitment of the InvestorsThe Investor hereby commits, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), that at or prior to the Effective TimeClosing, the Investor shall purchase, or cause the purchase of, equity securities of Parent for cash in the an amount of US$30,000,000 $6,351,657 (such sum, subject to the adjustment pursuant to this Section 1“Cash Commitment”) and 927,386 Shares (the “Share Commitment,” and together with the Cash Commitment, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), which amount shall be used by HoldCo, to the extent necessary, Parent solely for the purpose (of funding a portion of the “Specified Purpose”) of (a) funding (or causing to be funded) amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Consideration Agreement, on the terms and any other amounts required subject to be paid by HoldCo, Parent or Merger Sub pursuant to the conditions of the Merger Agreement, and (b) paying (or causing to be paid) all related costs, fees and expenses incurred by HoldCoexpenses, to the extent necessary after taking into account the cash paid to, and held by, Parent and Merger Sub in connection with (the transactions “Other Equity Commitments”) pursuant to the other equity commitment letter contemplated by the Merger Agreement (whichand executed currently herewith; provided, in each case and for that the avoidance of doubt, Investor shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallnot, under any circumstances, be obligated to contribute to Parent Shares in excess of the Share Commitment and cash or other property in excess of the Cash Commitment. Parent hereby agrees to issue equity securities of Parent to the Investor concurrently with the funding of the Commitment (it being understood that such issuance shall not be a condition to any of the Investor’s obligations to fund the Commitment to Parent) and to have immediately prior to the Closing a sufficient amount of authorized and unissued equity securities to satisfy such issuance. The amount of liability of the Investor under this letter agreement shall at no time exceed the Cash Commitment and the Share Commitment. The Investor may effect the purchase of securities of Parent directly or indirectly through one or more than affiliated entities; provided, that no such action shall reduce the amount of its Pro Rata Percentage (as defined below) the Cash Commitment or the Share Commitment or otherwise affect the obligations of the Commitment to any Person pursuant to the terms of Investor under this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner an amount agreed by the Investors Investor and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement Parent in the event that HoldCo does Parent has not require actually required all of the equity with respect Commitment to which pay the Investors amounts payable by Parent at the Closing pursuant to, and the Other Investors have made the Commitments (as definedin accordance with, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction(and any related costs, fees and expenses) by reason of Parent having obtained funds from other sources. For the avoidance of doubt, the Commitment is payable only at the Closing upon satisfaction of the conditions set forth in Section 2 hereof and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose.

Commitment. This letter agreement confirms the commitment of the InvestorsEquity Investor, subject to the terms and conditions set forth herein, to contribute purchase, directly or indirectly (or cause an assignee permitted by the terms of Section 4(a) hereto to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined belowpurchase), at or immediately prior to the Effective TimeClosing, for an aggregate cash in the amount of US$30,000,000 purchase price equal to $250,000,000.00 (such sum, subject to the adjustment pursuant to this Section 1commitment, the “Equity Commitment”), in exchange for common equity securities interests of HoldCo to Parent (collectively, the “Subject Equity Securities”). The Equity Commitment shall only be issued used by Parent, to the Investors extent necessary, to fund, directly or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersindirectly, together with the proceeds of the Debt Financing and/or and Preferred Financing and the Alternative Financing proceeds of the other equity commitment letters (if applicable)collectively, shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified PurposeOther Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (aeach, as amended from time to time, an “Other Equity Commitment Letter”): (i) funding (or causing to be funded) Parent’s payment obligations under Article IV of the Merger Consideration Agreement (including the payment of the aggregate Per Share Merger Consideration) and any other amounts (ii) related fees, costs and expenses required to be paid by HoldCoParent, Parent or Merger Sub pursuant to or the Merger AgreementSurviving Corporation, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCoin each case, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (whichclauses (i) and (ii) collectively, in each case the “Transaction Costs”), and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors)no other purposes. The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Equity Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallshall not, under any circumstances, be obligated pursuant to this letter to contribute to Parent more than the amount of its Pro Rata Percentage (as defined below) of Equity Commitment. In the Commitment to any Person pursuant to event that, after taking into account funds available from other sources at Closing, Parent does not require the terms of this letter agreement. The full amount of the Equity Commitment in order to consummate the Merger and perform its obligations under the Merger Agreement, the amount to be funded under this letter agreement may will be reduced by such amount that is not so required by Parent. Notwithstanding anything to the contrary set forth herein, in a manner agreed by no event will the Investors and HoldCo pursuant to Section 1.2(b) cumulative liability of the Interim Investors Agreement in Equity Investor under this letter exceed the event that HoldCo does not require all amount of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionCommitment.

Commitment. This letter agreement confirms the commitment of the InvestorsThe Investor hereby irrevocably commits and agrees, subject to the terms and conditions set forth herein, to contribute (fund, or cause to be contributed) funded, at the Closing, one or more direct or indirect capital contributions to Parent (which contributions may take the “Contribution”) to HoldCo for the Specified Purpose (as defined belowform of ordinary equity, shareholder loans, preferred equity or other securities), at or prior in immediately available U.S. dollar denominated funds, an aggregate amount in cash equal to the Effective Time, cash in the amount of US$30,000,000 50,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”)) solely for the purposes of enabling Parent, in exchange for equity securities of HoldCo to be issued to the Investors directly or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersindirectly, together with the proceeds other financial resources of the Debt Financing and/or the Alternative Financing (if applicable)Parent, shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding to fund (or causing cause to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying to pay (or causing cause to be paid) fees and expenses incurred by HoldCoParent, Parent and Merger Sub the Company, and, following the Closing, the Surviving Company, in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the InvestorsInvestor) in respect of the HoldCo Parent Termination Fee under the Limited Guarantee given by the InvestorsInvestor). The Investors may effect proceeds from the Contribution directly or indirectly through one or more Affiliates Commitment shall be used solely for funding the payment obligations of any Parent at the Closing and the payment of related fees and expenses in connection with the consummation of the Transaction and pursuant to and in accordance with the Merger Agreement, and for no other purpose. The Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with and its successors or permitted assigns) shall, assigns shall not under any circumstances, circumstances be obligated to contribute more than fund, or to cause to be funded, an aggregate amount in excess of the Commitment, and neither the Investor nor any of its permitted assigns shall under any circumstances be obligated to fund, or cause to be funded, an aggregate amount in excess of the Commitment. The liability of the Investor hereunder shall not exceed the amount of its Pro Rata Percentage the Commitment (as defined below) the “Cap”). Solely in the event that Parent does not require all of the Commitment hereunder in order to any Person satisfy Parent’s payment obligations under Section 3.01, Section 3.02 and Section 3.03 of the Merger Agreement and to pay all related fees and expenses, in each case, in connection with the consummation of the Transaction and pursuant to and in accordance with the terms of this letter agreement. The amount of Merger Agreement, the Commitment to be funded under this letter agreement may be reduced in a the manner agreed designated by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent P▇▇▇▇▇ and Merger Sub have sufficient funds fund to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms the commitment of the Investors, subject Subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)EC Investor hereby commits and agrees that, at or prior to the Effective TimeClosing, cash it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$105,047,887 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Other Equity Commitment Letters, the “Aggregate Commitment”). Notwithstanding anything to the contrary in this Letter, the EC Investor shall not be obligated to contribute to Parent an amount in excess of, and the aggregate amount of US$30,000,000 liability of the EC Investor hereunder shall not exceed, the Commitment (such sumthe “Cap”), and this Letter may not be enforced against the EC Investor without giving effect to the Cap. The Aggregate Commitment, subject to the adjustment pursuant to Cap under this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, Letter and the corresponding commitments applicable caps under the Other Investor Equity Commitment Letters, together with the net proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall will solely be used by HoldCoto fund, to the extent necessarynecessary to fund, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any such other amounts required to be paid by HoldCo, Parent or Merger Sub at the Effective Time pursuant to Article 2 of the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub Agreement in connection with the transactions contemplated by consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the HoldCo Parent Termination Fee or any Guaranteed Obligations Obligations) (as defined in collectively, the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors“Closing Payments”). The Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may effect the Contribution directly assign all or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such person at or prior to the terms Closing for the purpose of this letter agreementfunding the Closing Payments. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors If (and HoldCo pursuant to Section 1.2(bonly if) of the Interim Investors Agreement in the event that HoldCo Parent does not require all of the equity Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with respect to which the Interim Investors and the Other Investors have made the Commitments (as definedAgreement, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have has sufficient funds to pay the Closing Payments in full and to consummate the Merger and other transactions contemplated by Transactions, including the Merger Agreement Merger, following such reduction. The amount and type of equity interests of Parent acquired by the EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. This letter agreement confirms Each of Platinum Equity Capital Partners IV, L.P., a Delaware limited partnership, and Platinum Equity Capital Partners V, L.P., a Delaware limited partnership (each a “Sponsor” and, together, the commitment of “Sponsors”), severally and not jointly, hereby commits to contribute to Parent or its Affiliates, directly or indirectly through one or more intermediaries, at the Investors, Closing and on the terms and subject to the terms conditions contained herein and conditions set forth hereinin the Merger Agreement, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose in cash in immediately available funds, their Pro Rata Portion (as defined below), at or prior ) of an aggregate amount in U.S. dollars that is equal to the Effective Time, cash in $950,000,000 (the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the Sponsor’s Pro Rata Portion being such Sponsor’s “Commitment”), in exchange exchange, directly or indirectly, for equity securities of HoldCo to be issued to the Investors Parent or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessaryits Affiliates, solely for the purpose (of funding, and to the “Specified Purpose”) extent necessary to fund, together with the net proceeds of (a) funding (or causing to be funded) the Merger Consideration and any other Debt Financing, all of the amounts required to be paid by HoldCo, Parent or Merger Sub in connection with the consummation of the Closing pursuant to Sections 2.8(n) (Payment Procedures), 2.9(b) (Payment Fund) and 6.16 (Company Payoff Indebtedness) of the Merger Agreement, together with related fees, costs and (b) paying (or causing expenses required to be paid) fees and expenses incurred paid by HoldCoParent, Parent and Merger Sub or the Surviving Company in connection with the transactions contemplated by the Merger Agreement (whichtogether, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations “Closing Payments”). Furthermore (as defined a) in the Limited Guarantee given by the Investors) in respect event a Sponsor assigns a portion of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through its Commitment to one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsoredPermitted Assignees in accordance with Section 7 (No Assignment) hereof, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment required to be funded under by the Sponsor will be reduced on a dollar-for-dollar basis by the portion of such Sponsor’s Commitment pursuant to this letter agreement actually funded by such Permitted Assignee in cash to Parent at the Closing; and (b) the Commitment may be reduced by Parent in a manner agreed an amount specified by Parent solely to the Investors extent that, after giving effect to such reduction, and HoldCo pursuant by reason of Parent having obtained funds from other sources, Parent is able to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require fund all of the equity Closing Payments required by it pursuant to, and consummate the transactions contemplated by, the Merger Agreement in accordance with the terms thereof. The term “Pro Rata Portion” means (A) with respect to which the Investors Platinum Equity Capital Partners IV, L.P., 31.58% and the Other Investors have made the Commitments (as defined, B) with respect to the Investors and any Other InvestorPlatinum Equity Capital Partners V, in this letter agreement or the applicable Other Investor Equity Commitment LetterL.P., as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction68.42%.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute ▇▇▇▇ ▇▇▇▇▇▇ (or cause to be contributed) (the “ContributionInvestor”) is pleased to HoldCo for the Specified Purpose advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or prior to substantially concurrently with the Effective TimeClosing, cash in accordance with the amount of US$30,000,000 (such sum, terms and subject to the adjustment pursuant conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to this Section 1, $933,228.50 (the “Commitment”), subject to reduction as set forth in exchange for equity securities this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of HoldCo to be issued shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Investors Closing, or (iii) a Person or Persons designated combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the InvestorsMerger Consideration. Such At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersif any, together with the cash proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, capital contributions made to Parent pursuant to the extent necessary, solely for the purpose other Equity Commitment Letters (the “Specified PurposeSigning Equity Commitment Letters”) of and Debt Commitment Letter (athe “Debt Commitment Letter”) funding delivered to Parent by certain other investors (or causing to be fundedthe “Signing Investors”) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under date hereof and the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the Commitment following purposes, and not for any other purpose whatsoever: (i) to any Person satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇ ▇. ▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇▇▇ required to be reimbursed by the Company pursuant to the terms of this letter agreement. The amount that certain Interim Investors’ Agreement, dated as of the Commitment to be funded under this letter agreement may be reduced in a manner agreed date hereof, by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors among Parent, Merger Sub, Investor, and the Other Investors have made (the Commitments “Interim Investors’ Agreement”) (the payments in this clause (i), collectively, the “Closing Payments”), (ii) after the Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as defined, with respect otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Investors Closing only in accordance with the terms of the Investor Investors’ Agreement, and any Other Investoronly so long as Parent shall have, in assuming the receipt of all proceeds under this letter agreement or Agreement, the applicable Other Investor Signing Equity Commitment Letters, the Debt Commitment Letter, as and any other financing commitments delivered to Parent on or after the case may be) but only date hereof (the “Interim Commitment Letters” and together with the Signing Equity Commitment Letters and the Debt Commitment Letter, the “Other Commitment Letters”, and the commitment parties to the extent that HoldCoInterim Commitment Letters, Parent the “Interim Investors” and Merger Sub have together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to consummate satisfy the Merger Closing Payments in full and (b) shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A Shares) to make a capital contribution in the amount of the Commitment. None of Investor nor any Investor Assignee shall, under any circumstance, be obligated to (or be obligated to cause any other transactions contemplated by Person to), directly or indirectly, contribute to, purchase equity or debt from, make an investment in or otherwise provide funds or assets to Parent or any other Person pursuant to this Agreement in excess of the Merger Commitment (it being understood that nothing herein shall be deemed to limit or otherwise impair any of Investor’s commitments or obligations pursuant to the Warrant Exchange Agreement following such reductionor the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Commitment.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute ▇▇▇▇▇ ▇▇▇▇ (or cause to be contributed) (the “ContributionInvestor”) is pleased to HoldCo for the Specified Purpose advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or prior to substantially concurrently with the Effective TimeClosing, cash in accordance with the amount of US$30,000,000 (such sum, terms and subject to the adjustment pursuant conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to this Section 1, $855,099.50 (the “Commitment”), subject to reduction as set forth in exchange for equity securities this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, by (i) a cash contribution to Parent by, or on behalf of, Investor, (ii) a contribution to Parent of HoldCo to be issued shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Investors Closing, or (iii) a Person or Persons designated combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the InvestorsMerger Consideration. Such At least three (3) business days prior to the Closing, Investor shall deliver to Parent an election notice in the form of Exhibit A attached hereto (the “Election Notice”), specifying the portion of the Commitment that will be satisfied pursuant to each of the foregoing clauses (i) through (iii). The cash proceeds of the Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersif any, together with the cash proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, capital contributions made to Parent pursuant to the extent necessary, solely for the purpose other Equity Commitment Letters (the “Specified PurposeSigning Equity Commitment Letters”) of and Debt Commitment Letter (athe “Debt Commitment Letter”) funding delivered to Parent by certain other investors (or causing to be fundedthe “Signing Investors”) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under date hereof and the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the Commitment following purposes, and not for any other purpose whatsoever: (i) to any Person satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇ ▇. ▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇▇▇ required to be reimbursed by the Company pursuant to the terms of this letter agreement. The amount that certain Interim Investors’ Agreement, dated as of the Commitment to be funded under this letter agreement may be reduced in a manner agreed date hereof, by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors among Parent, Merger Sub, Investor, and the Other Investors have made (the Commitments “Interim Investors’ Agreement”) (the payments in this clause (i), collectively, the “Closing Payments”), (ii) after the Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as defined, with respect otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Investors Closing only in accordance with the terms of the Investor Investors’ Agreement, and any Other Investoronly so long as Parent shall have, in assuming the receipt of all proceeds under this letter agreement or Agreement, the applicable Other Investor Signing Equity Commitment Letters, the Debt Commitment Letter, as and any other financing commitments delivered to Parent on or after the case may be) but only date hereof (the “Interim Commitment Letters” and together with the Signing Equity Commitment Letters and the Debt Commitment Letter, the “Other Commitment Letters”, and the commitment parties to the extent that HoldCoInterim Commitment Letters, Parent the “Interim Investors” and Merger Sub have together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to consummate satisfy the Merger Closing Payments in full and (b) shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A Shares) to make a capital contribution in the amount of the Commitment. None of Investor nor any Investor Assignee shall, under any circumstance, be obligated to (or be obligated to cause any other transactions contemplated by Person to), directly or indirectly, contribute to, purchase equity or debt from, make an investment in or otherwise provide funds or assets to Parent or any other Person pursuant to this Agreement in excess of the Merger Commitment (it being understood that nothing herein shall be deemed to limit or otherwise impair any of Investor’s commitments or obligations pursuant to the Warrant Exchange Agreement following such reductionor the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Commitment.

Commitment. This letter agreement confirms the commitment of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 [●] (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. thereof .. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

Commitment. This letter agreement confirms For valuable consideration, the commitment receipt and sufficiency of which are hereby acknowledged, YHG Investment, L.P. (the Investors“Sponsor”) hereby irrevocably commits, on the terms and subject to the terms and conditions set forth herein, to contribute that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or cause to be contributedwithholding whatsoever) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentContributions”), in exchange for equity securities of HoldCo to be issued to Bidco, on the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations first Business Day (as defined in the Limited Guarantee given Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$397,003,325 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the InvestorsSponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in respect of the HoldCo Termination Fee under the Limited Guarantee given each case by the Investors)Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallSponsor shall not, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person Bidco pursuant to this letter agreement, but without prejudice to the terms of this letter agreement. The amount the Consortium Agreement dated on or about of the Commitment to be funded under this letter agreement may be reduced entered into between, among others, ▇▇▇▇▇▇▇▇▇ HHBH Holdings Limited, ▇▇▇▇▇▇▇▇▇ HHBG Holdings Limited and Superise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in a manner agreed by Holdco, Topco or Bidco without the Investors and HoldCo pursuant to Section 1.2(b) prior written consent of the Interim Investors Agreement Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the cash consideration in connection with the event that HoldCo does not require all Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect paragraph 11 of Schedule 1 to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionTakeovers Code.

Commitment. This letter agreement confirms For valuable consideration, the commitment receipt and sufficiency of which are hereby acknowledged, Gaoling Fund, L.P. (the Investors“Sponsor”) hereby irrevocably commits, on the terms and subject to the terms and conditions set forth herein, to contribute that it will make one or more direct or indirect capital contributions in the form of cash in Hong Kong dollars (in an immediately available form and free from any deduction or cause to be contributedwithholding whatsoever) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentContributions”), in exchange for equity securities of HoldCo to be issued to Bidco, on the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations first Business Day (as defined in the Limited Guarantee given Announcement) after the Scheme becomes effective (the “Settlement Date”), in immediately available funds, of the aggregate amount of HK$6,219,718,758 (such amount, the Sponsor’s “Commitment”). Such aggregate amount of the Commitment shall, on the Settlement Date, be delivered to Bidco or to Holdco or Topco by the InvestorsSponsor and subsequently (without unreasonably delay) by Holdco or Topco to Bidco, in respect of the HoldCo Termination Fee under the Limited Guarantee given each case by the Investors)Sponsor in Hong Kong dollars in full, free from any deduction or withholding whatsoever and without regard to any lien, right or set-off, counterclaim or otherwise to such bank account as designated by notice in writing from Bidco. The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallSponsor shall not, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person Bidco pursuant to this letter agreement, but without prejudice to the terms of this letter agreement. The amount the Consortium Agreement dated on or about of the Commitment to be funded under this letter agreement may be reduced entered into between, among others, ▇▇▇▇▇▇▇▇▇ HHBH Holdings Limited, ▇▇▇▇▇▇▇▇▇ HHBG Holdings Limited and Superise Colorful Brands Limited. The Sponsor hereby undertakes that it will not directly or indirectly transfer any interest (directly or indirectly held) in a manner agreed by Holdco, Topco or Bidco without the Investors and HoldCo pursuant to Section 1.2(b) prior written consent of the Interim Investors Agreement Financial Advisor if the Financial Advisor believes that such transfer would adversely affect the Scheme or Bidco’s ability to pay all the cash consideration in connection with the event that HoldCo does not require all Transaction in accordance with the Takeovers Code and/or affect the Financial Advisor being able to provide the cash confirmation as required by Rule 3.5 of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect paragraph 11 of Schedule 1 to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionTakeovers Code.

Commitment. This letter agreement confirms the commitment of the InvestorsMill Road Capital II, L.P. (“Sponsor”) hereby commits, subject to the terms and conditions set forth herein, that, upon the Acceptance Time and at the Closing (as applicable), it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to contribute the total amount resulting from (or cause i) the aggregate amount that Acquisition Sub becomes obligated to be contributed) pay for any Company Shares that Acquisition Sub becomes obligated to purchase at the Acceptance Time (the “ContributionOffer Consideration”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to all terms and conditions of the adjustment pursuant to this Section 1Offer, plus (ii) the aggregate amount of the Exchange Fund, plus (iii) the aggregate amount of the payment obligations of the Surviving Corporation under Sections 3.7(d) and 3.7(e) of the Merger Agreement, minus (iv) $75 million (representing anticipated Debt Financing), and minus (v) the Company’s cash and short term marketable securities as of the Effective Time (collectively, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (of funding, and to the “Specified Purpose”) extent necessary to fund, a portion of (a) funding (or causing to be funded) the aggregate Offer Consideration and Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shallrelated expenses; provided, that Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Parent or Acquisition Sub in any amount in excess of the Commitment. Sponsor may meet its obligation to fund the Commitment directly or MRSK Hold Co. [DATE], 2016 indirectly through one or more than the amount of its Pro Rata Percentage Sponsor’s Affiliates, or together with certain other Persons that are “accredited investors” (as such term is defined below) under Rule 501 of Regulation D, as promulgated by the Commitment to any Person Securities and Exchange Commission pursuant to the terms of this letter agreementSecurities Act), as selected by Sponsor, in its sole discretion. The amount of the Commitment to be funded under this commitment letter agreement simultaneous with Acceptance Time or the Closing (as applicable) may be reduced in a manner agreed an amount specified by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) Parent but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate has consummated the Merger and other transactions Offer or the Closing (as applicable) as contemplated by the Merger Agreement following such reductionwith Sponsor contributing, or causing to be contributed in accordance with this Section 1, less than the full amount of the Commitment.

Commitment. This letter agreement confirms The Lenders shall make the commitment of Loans under the Investors, Credit Agreement on the Closing Date subject to the terms prior or concurrent satisfaction (or waiver thereof by the Agent and the Lenders) of each of the conditions precedent set forth hereinbelow in this Section 1.01 on or before August 7, 2023. (a) The Borrower and each other Obligor shall have executed and delivered to contribute (or cause the Agent the Credit Agreement and each other Loan Document to be contributedentered into on the Closing Date. (b) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at On or prior to the Effective Timeearlier of the April 30, cash in 2023 and the amount of US$30,000,000 (such sum, subject Business Day occurring immediately prior to the adjustment pursuant to this Section 1Closing Date, the “Commitment”), Borrower shall have consummated one or more private (x) sales of the Borrower’s Equity Interests or (ii) incurrences of Indebtedness for borrowed money resulting in exchange for equity securities of HoldCo to be issued aggregate net proceeds to the Investors or a Person or Persons designated by the Investors. Such CommitmentBorrower (after giving effect to all fees, costs and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, expenses related to the extent necessaryissuance or incurrence thereof, solely for including conversion, prepayment or similar fees, costs or expenses relating to the purpose conversion, satisfaction or retirement thereof) of at least $15,000,000 (the “Specified PurposeInterim Financing”) ); provided that immediately prior to or simultaneously with the making of (a) funding the Loan on the Closing Date, all Equity Interests and Indebtedness comprising the Interim Financing shall qualify as (or causing to be fundedshall have been converted into) Qualified Equity Interests. (c) All conditions precedent set forth in Section 6.01 of the Merger Consideration Credit Agreement shall have been satisfied or waived by the Agent and any other amounts the Lenders. (d) The Agent shall have received (or shall substantially contemporaneously with the funding of the Loans receive) for its account and the account of each Lender, all fees required to be paid by HoldCoon the Closing Date under this Agreement, Parent the Credit Agreement, any other Loan Document (including to the extent applicable the Ticking Fee). (e) Without the Agent’s prior written consent, except for (i) the issuance of debt or Merger Sub equity securities referenced in clause (b) above, (ii) the performance of their respective obligations under and pursuant to the Merger Loan Documentation, the RTW Royalty Agreement, the PIPE Agreements, the DE-SPAC Combination Agreement and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (whichany related agreements, in each case and for as in effect on the avoidance date hereof, or (iii) as required by applicable law, neither the Parent, the Borrower nor any of doubt, their respective Subsidiaries shall not include the HoldCo Termination Fee have (x) conducted any of their respective businesses or any Guaranteed Obligations (as defined affairs other than in the Limited Guarantee given by ordinary course consistent with past practices or (ii) without limitation of clause (x) above, but without limiting, prohibiting or otherwise preventing the Investorsactions set forth on the Company Disclosure Schedules with respect to (but only with respect to) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined belowSection 5.1(b) of the Commitment to DE-SPAC Combination Agreement (in each case as in effect on the date hereof), taken any Person pursuant to the terms of this letter agreement. The amount action of the Commitment to be funded under this letter agreement may be reduced type described in a manner agreed by the Investors and HoldCo pursuant to clauses (i), (ii), (ix), (xii) or (xxii) of Section 1.2(b5.1(b) of the Interim Investors DE-SPAC Combination Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to in effect on the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductiondate hereof).

Commitment. This letter agreement confirms Each Investor, severally and not jointly, hereby agrees that, on the commitment of the Investors, terms and subject to the terms and conditions set forth herein, it shall purchase, directly or indirectly through one or more intermediate entities, its pro rata percentage as set forth on Schedule 1 attached hereto (its “Pro Rata Portion”) of equity securities of Parent with an aggregate purchase price equal to contribute (or cause to be contributed) $266,487,932.16 (the “Contribution”) contemporaneously with the Closing. The proceeds of the Contribution, along with the amounts to HoldCo for be paid or contributed by or on behalf of all other investors (the Specified Purpose “Other Investors”) under their respective Equity Commitment Letters executed and delivered to Parent on the date hereof (as defined below), at or prior copies of which have also been delivered to the Effective Time, cash in the amount of US$30,000,000 Company) (such sum, subject to the adjustment pursuant to this Section 1aggregate amount, the “CommitmentCommitments”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCoParent, to the extent necessary, solely for the purpose to fund (the “Specified Purpose”) of (a) funding (or causing to be fundedi) the purchase of all shares of Company Common Stock that are validly tendered pursuant to the Offer and not withdrawn prior to the Offer Acceptance Time, (ii) the aggregate Merger Consideration, (iii) the aggregate Vested Option Consideration, the aggregate Unvested Option Consideration, the aggregate Vested RSU Consideration, the aggregate Unvested RSU Consideration and any other amounts required the aggregate Company PSU Consideration due to be paid by HoldCoholders of Company Options, Parent or Merger Sub Company RSUs and Company PSUs, respectively, pursuant to Section 2.07 of the Merger Agreement, and (biv) paying (or causing to be paid) related costs, fees and expenses incurred required to be paid by HoldCothe Investors, Parent and Merger Sub or Purchaser or, after the Closing, the Surviving Corporation in connection with the Offer, the Merger and the other agreements and transactions contemplated by the Merger Agreement, in each case of clauses (i) – (iv), pursuant to and in accordance with the terms of, and subject to the conditions of, the Offer and the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the cumulative liability of each Investor under this letter agreement shall at no time exceed its Pro Rata Portion of the Contribution. The amount of the Contribution hereunder may be reduced pro rata with the Other Investors (in proportion to their respective portion of the Commitments), on a dollar-for-dollar basis, in the sole discretion of Parent to the extent that Parent does not require the full amount of the Contribution for the purpose of the payments to be made at or in connection with the Closing by reason of Parent obtaining funds from other sources prior to the Closing. Each of the Investors may allocate and/or assign all or a portion of its Pro Rata Portion of the Contribution to one or more of its Affiliates or other Persons, and its Pro Rata Portion of the Contribution hereunder will be reduced by any amounts actually contributed to Parent by such Affiliates or other Persons (and not returned) at or prior to the Closing Date; provided, that such allocation or assignment would not reasonably be expected to prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement (whichAgreement. Notwithstanding the foregoing, in each case and for of the avoidance of doubt, Investors agrees that any such allocation or assignment shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect relieve it of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment its obligation to fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) Portion of the Commitment to any Person pursuant to the terms of this letter agreement. The amount Contribution until such assignee actually funds such assigned portion of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors Contribution, and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but then only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following of such reductionfunding.

Commitment. This letter agreement confirms the several, and not joint, commitment of each of the Investors, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)purchase, at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor intermediate entities or any affiliated investment fund or vehicles sponsored, advised or managed cause an assignee permitted by the investment manager terms of Section 3(a) to purchase (provided that, subject to the final sentence of this Section 1 and Section 3(a), no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement), a portion of the equity of Buyer at the Closing for an aggregate purchase price equal to the dollar commitment set forth next to such Investor’s name on Schedule A hereto (each, a “Commitment” and collectively, the “Commitments”) solely for the purpose of funding, and to the extent necessary to fund, the Purchase Price for the Transaction and to pay related expenses (the “Consideration”), it being understood that none of the Investors (together with their permitted assigns) shall under any Investor or circumstances be obligated to purchase any Affiliate thereofequity of Buyer for a purchase price in excess of its respective Commitment. No Investor The obligation of each of the Investors (together with its successors or respective permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of fund its Pro Rata Percentage respective Commitment is subject to (as defined belowi) of the Commitment to any Person pursuant to the terms of this letter agreement, (ii) the execution and delivery of the Purchase Agreement, (iii) the satisfaction or waiver by Buyer of all of the conditions to Buyer’s obligation to effect the Closing of the Transaction set forth in Section 7.1 and Section 7.3 of the Purchase Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), and the Buyer is required to complete the Closing pursuant to Section 2.3 of the Purchase Agreement, (iv) (x) the substantially simultaneous consummation of the Closing in accordance with the Purchase Agreement or (y) Seller having irrevocably confirmed in writing to Buyer that if specific performance is granted and the Debt Financing and the financing contemplated by this letter agreement are funded, the Closing will occur and (v) the Debt Financing has been funded or will be funded at the Closing on the terms set forth in the Debt Commitment Letters if the financing contemplated by this letter agreement is funded. The amount of the Commitment to be funded under this letter agreement may will be reduced in a manner agreed by at or prior to the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement Closing solely in the event that HoldCo Buyer does not require all of the equity with respect Commitments to which pay the Investors amounts payable by Buyer at the Closing pursuant to, and in accordance with, the Other Investors have made the Commitments Purchase Agreement (as defined, with respect to the Investors and any Other Investorrelated costs and expenses of Buyer) by reason of Buyer having obtained funds from other sources (including Debt Financing sources) that are readily available to Buyer to pay such amounts payable by Buyer at the Closing; provided that, any such reduction in this letter agreement or accordance with the applicable Other Investor Equity Commitment Letter, as foregoing shall be applied in the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated manner designated by the Merger Agreement following such reductionInvestors.

Commitment. This letter agreement confirms the several, and not joint, commitment of each of the Investors, subject to the terms and conditions set forth herein, to transfer, contribute and deliver to Parent the number of shares of Company Common Stock set forth next to such Investor’s name on Schedule A hereto (or cause the “Commitment”) immediately prior to be contributedthe Effective Time in exchange for newly issued limited partnership units of Parent issued at a per unit value equal to the Merger Consideration (and valuing the Commitment at an amount per share equal to the Merger Consideration) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below), at or prior to the Effective Time, cash in the amount of US$30,000,000 (such sum, subject to the adjustment pursuant to this Section 1, the “CommitmentSubject Equity Securities”), in exchange for equity securities provided that none of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCo, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) the Merger Consideration and any other amounts required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, and (b) paying (or causing to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to transfer, contribute more than and deliver to Parent any shares of Company Common Stock in excess of its respective Commitment. After giving effect to the transfer, contribution and delivery of the Commitment and the substantially simultaneous contribution to Parent of the amount of its Pro Rata Percentage cash equity contemplated to be funded to Parent under the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter), each of the Investors and the other investors in Parent will own, at the Closing, a pro rata number of the same class and series of limited partnership units of Parent (except (x) members of management of the Company and (y) an Affiliate of the Sponsor will be the general partner of Parent) based on the relative values of such contributions (valuing the Commitment at an amount per share equal to the Merger Consideration). The obligation of each of the Investors to transfer, contribute and deliver the Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent (which waiver by Parent must have been consented to by each of the Sponsor Investors (as defined below)) of all conditions precedent to Parent’s and Merger Sub’s obligations to effect the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed Closing, (iii) compliance by the Investors Sponsor Investors, Parent, Holdings and HoldCo pursuant to Merger Sub with Section 1.2(b) 2.8.1, 2.8.2 and 2.8.3 and the last sentence of Section 2.1 of the Interim Investors Agreement and (iv) the substantially simultaneous funding by the Sponsor Investors and their affiliated investment funds of the amount of the cash equity contemplated to be funded by the Equity Commitment Letter (as such amount may be reduced by the H&F Investors in the manner contemplated by the Equity Commitment Letter), provided that such amount will entitle the Sponsor Investors and their affiliated investment funds to at least a majority of the Subject Equity Securities, and (b) subject to the foregoing clause (a), will occur substantially simultaneous with the Closing and the simultaneous issuance to each of the Investors of the Subject Equity Securities. In the event that HoldCo any Commitment is transferred, contributed and delivered to Parent and the Closing of the Merger does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as definedoccur promptly thereafter, with respect Parent will return such Commitment to the Investors Investor who transferred, contributed and any Other Investordelivered such Commitment as promptly as practicable and, in this letter agreement or the applicable Other Investor Equity Commitment Letterany event, as the case may be) but only to the extent that HoldCowithin three Business Days after such transfer, Parent contribution and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductiondelivery.

Commitment. This letter agreement confirms Each Investor, severally and not jointly, hereby agrees that, on the commitment of the Investors, terms and subject to the terms and conditions set forth herein, it shall purchase, directly or indirectly through one or more intermediate entities, its pro rata percentage as set forth on Schedule 1 attached hereto (its “Pro Rata Portion”) of equity securities of Parent with an aggregate purchase price equal to contribute (or cause to be contributed) $148,512,067.84 (the “Contribution”) contemporaneously with the Closing. The proceeds of the Contribution, along with the amounts to HoldCo for be paid or contributed by or on behalf of all other investors (the Specified Purpose “Other Investors”) under their respective Equity Commitment Letters executed and delivered to Parent on the date hereof (as defined below), at or prior copies of which have also been delivered to the Effective Time, cash in the amount of US$30,000,000 Company) (such sum, subject to the adjustment pursuant to this Section 1aggregate amount, the “CommitmentCommitments”), in exchange for equity securities of HoldCo to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds of the Debt Financing and/or the Alternative Financing (if applicable), shall be used by HoldCoParent, to the extent necessary, solely for the purpose to fund (the “Specified Purpose”) of (a) funding (or causing to be fundedi) the purchase of all shares of Company Common Stock that are validly tendered pursuant to the Offer and not withdrawn prior to the Offer Acceptance Time, (ii) the aggregate Merger Consideration, (iii) the aggregate Vested Option Consideration, the aggregate Unvested Option Consideration, the aggregate Vested RSU Consideration, the aggregate Unvested RSU Consideration and any other amounts required the aggregate Company PSU Consideration due to be paid by HoldCoholders of Company Options, Parent or Merger Sub Company RSUs and Company PSUs, respectively, pursuant to Section 2.07 of the Merger Agreement, and (biv) paying (or causing to be paid) related costs, fees and expenses incurred required to be paid by HoldCothe Investors, Parent and Merger Sub or Purchaser or, after the Closing, the Surviving Corporation in connection with the Offer, the Merger and the other agreements and transactions contemplated by the Merger Agreement, in each case of clauses (i) – (iv), pursuant to and in accordance with the terms of, and subject to the conditions of, the Offer and the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the cumulative liability of each Investor under this letter agreement shall at no time exceed its Pro Rata Portion of the Contribution. The amount of the Contribution hereunder may be reduced pro rata with the Other Investors (in proportion to their respective portion of the Commitments), on a dollar-for-dollar basis, in the sole discretion of Parent to the extent that Parent does not require the full amount of the Contribution for the purpose of the payments to be made at or in connection with the Closing by reason of Parent obtaining funds from other sources prior to the Closing. Each of the Investors may allocate and/or assign all or a portion of its Pro Rata Portion of the Contribution to one or more of its Affiliates or other Persons, and its Pro Rata Portion of the Contribution hereunder will be reduced by any amounts actually contributed to Parent by such Affiliates or other Persons (and not returned) at or prior to the Closing Date; provided, that such allocation or assignment would not reasonably be expected to prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement (whichAgreement. Notwithstanding the foregoing, in each case and for of the avoidance of doubt, Investors agrees that any such allocation or assignment shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect relieve it of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment its obligation to fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) Portion of the Commitment to any Person pursuant to the terms of this letter agreement. The amount Contribution until such assignee actually funds such assigned portion of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors Contribution, and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but then only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following of such reductionfunding.

Commitment. This letter agreement confirms the several, and not joint or joint and several commitment of each of the Investors, subject to the terms and conditions set forth herein, to contribute purchase (or cause an assignee permitted by the terms of Section 3(a) to be contributedpurchase) equity interests of Parent (the “ContributionEquity Interests”) (or otherwise provide funds to HoldCo for the Specified Purpose (as defined below), Parent) at or immediately prior to the Effective Time, cash Closing for an aggregate amount in the amount form of US$30,000,000 cash and/or shares of Company Common Stock (such sum, subject valued on a price per share equal to the adjustment pursuant Merger Consideration, and in which case, such shares of Company Common Stock shall be contributed to this Section 1Parent immediately prior to the Closing), as determined by the Investors in their sole discretion, equal to the dollar commitment set forth next to such Investor’s name on Schedule A hereto (the “Commitment”)) solely for the purposes of enabling Parent, in exchange for equity securities of HoldCo directly or indirectly, to be issued to the Investors or a Person or Persons designated by the Investors. Such Commitment, and the corresponding commitments under the Other Investor Equity Commitment Lettersfund, together with the proceeds of that certain Equity Commitment Letter, dated as of the Debt Financing and/or date hereof, by and between NA-RE Investment Holdings, LLC, a Delaware limited liability company (the Alternative Financing “Other Investor”) and Parent of even date herewith (if applicableas amended from time to time, the “Other Equity Commitment Letter” and the commitment evidenced thereby, the “Other Equity Commitment”), shall be used by HoldCo, to the extent necessary, solely any amounts required to be funded by Parent or Merger Sub pursuant to the Merger Agreement at the Closing, including for the purpose (the “Specified Purpose”) of (a) funding (or causing the aggregate amounts to be fundedpaid pursuant to Sections 3.2(a) and 3.3(g) of the Merger Agreement, (b) amounts sufficient to repay or refinance any indebtedness of the Company and its Subsidiaries that is required to be repaid or refinanced in connection with the Closing and (c) the Merger Consideration and any other amounts related expenses required to be paid by HoldCo, Parent or Merger Sub pursuant to the Merger Agreement, in each case in connection with the Merger and pursuant to and in accordance with the Merger Agreement, it being understood that none of the Investors (or any of their respective assignees permitted by the terms of Section 3(a)) shall under any circumstances be obligated to purchase any equity interests of Parent (or otherwise provide funds to Parent) for an aggregate amount in excess of its respective Commitment or to make any other purchase of equity interests. The obligation of each Investor (together any assignee permitted by the terms of Section 3(a)) to fund its respective Commitment (a) is subject to (i) the terms of this letter, (ii) the satisfaction or waiver by Parent and Merger Sub of all of the conditions to Parent’s and Merger Sub’s obligation to effect the Closing set forth in Sections 8.1 and 8.3 of the Merger Agreement (other than those conditions that by their nature cannot be satisfied other than at the Closing, but subject to the satisfaction or waiver of such conditions), (iii) the substantially simultaneous funding of the Other Equity Commitment pursuant to the Other Equity Commitment Letter (provided, that the failure of the condition in this clause (iii) to be satisfied shall not limit the ability of Parent or, subject to Section 5(b) hereof, the Company to enforce, or seek to enforce, the obligations of the Investors hereunder if either (A) Parent and/or the Company, as applicable, are also seeking enforcement of the obligations of the Other Investor if the Other Investor has not funded the Other Equity Commitment pursuant to the Other Equity Commitment Letter or (B) the Other Equity Commitment and the funding obligations set forth in the Other Equity Commitment Letter have already been funded or discharged or will be funded or discharged at the Closing if the Commitment is funded or discharged), and (iv) the substantially simultaneous consummation of the Closing, and (b) paying will occur, subject to the foregoing clause (or causing to be paid) fees and expenses incurred by HoldCoa), Parent and Merger Sub in connection substantially simultaneously with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect of the HoldCo Termination Fee under the Limited Guarantee given by the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Commitment to any Person pursuant to the terms of this letter agreementClosing. The amount of the Commitment to be funded under this letter agreement may will be reduced in a the manner agreed designated by the Investors and HoldCo pursuant the Other Investor (with the prior written consent of Parent) solely to Section 1.2(b) of the Interim Investors Agreement in the event extent that HoldCo does Parent and Merger Sub do not require all of the equity funding with respect to which the Investors and the Other Investors Investor have made the their respective Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds order to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionAgreement.

Commitment. This letter agreement confirms the commitment of the InvestorsThe Fund hereby commits, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to HoldCo for the Specified Purpose (as defined below)that, at or prior to the Effective TimeClosing, cash in it shall purchase, or shall cause the amount purchase of, equity interests of US$30,000,000 the Parent for consideration equal to $79,536,242 (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities ) to fund a portion of HoldCo the aggregate merger consideration to be issued paid by Parent under the Merger Agreement, and to pay the related fees and expenses pursuant to and in accordance with the Merger Agreement. The Fund’s Commitment shall be deemed satisfied in part by the contribution to the Investors or a Person or Persons designated Parent, immediately prior to the consummation of the Merger, of Common Shares owned by the Investors. Such CommitmentFund, which shall be deemed contributed with a deemed per-share value for each such contributed Common Share equal to the Per Share Merger Consideration, and the corresponding commitments under the Other Investor Equity Commitment Letters, together with the proceeds cash portion of the Debt Financing and/or the Alternative Financing (if applicable), Commitment shall be used reduced dollar-for-dollar by HoldCothe amount of such contribution of Common Shares. The Fund may effect the purchase of the equity interests of the Parent directly or indirectly through one or more affiliated entities; provided that the purchase of the equity interests of the Parent, through one or more affiliated entities, does not affect the Fund’s Commitment obligations hereunder. The Fund may allocate a portion of its investment to other Persons, and its Commitment hereunder will be reduced immediately prior to the extent necessary, solely consummation of the Merger by any amounts actually contributed to Parent by such Persons (and not returned) at or prior to the Closing Date for the purpose (the “Specified Purpose”) of (a) funding (or causing to be funded) a portion of the Merger Consideration and Consideration, any other amounts required to be paid by HoldCo, Parent or pursuant to the Merger Sub Agreement and related fees and expenses pursuant to the Merger Agreement. Immediately prior to the Effective Time, and (b) paying (or causing the Fund may elect to be paid) fees and expenses incurred by HoldCo, Parent and Merger Sub instead invest a portion of its Commitment in connection with the transactions contemplated form of a short-term bridge note issued by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the HoldCo Termination Fee Parent which will be payable by or any Guaranteed Obligations (as defined in the Limited Guarantee given by the Investors) in respect on behalf of the HoldCo Termination Fee under Parent on or about the Limited Guarantee given by Closing Date, shortly after the Investors). The Investors may effect the Contribution directly or indirectly through one or more Affiliates Effective Time (and such investment shall be treated as satisfaction of any Investor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of any Investor or any Affiliate thereof. No Investor (together with its successors or permitted assigns) shall, under any circumstances, be obligated to contribute more than the amount of its Pro Rata Percentage (as defined below) a portion of the Commitment to any Person pursuant to the terms of this letter agreement. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by the Investors and HoldCo pursuant to Section 1.2(b) of the Interim Investors Agreement in the event that HoldCo does not require all of the equity with respect to which the Investors and the Other Investors have made the Commitments (as defined, with respect to the Investors and any Other Investor, in this letter agreement or the applicable Other Investor Equity Commitment Letter, as the case may be) but only to the extent that HoldCo, Parent and Merger Sub have sufficient funds to consummate the Merger and other transactions contemplated by the Merger Agreement following such reductionCommitment).