Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to the Investors:each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities, individually or together with such Investor’s affiliates (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Holder”): (a) as soon as practicable, but in any event within ninety one hundred fifty (90150) days after the end of each financial fiscal year of the Company, (i) financial statements for such fiscal year end, including an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company, and (iii) an audited consolidated a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles, acceptable to consistently applied, in form and substance approved by the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year Company’s Board of Directors and audited and certified by independent registered public accountants of internationally recognized standing selected approved by the Company with the approval of the Company’s Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement financial statements for such quarter; , in form and (iii) an unaudited consolidated statement substance approved by the Company’s Board of cash flows for such quarterDirectors; (c) upon request of a Major Holder, within thirty (30) days of the end of each month, financial statements, in form and substance approved by the Company’s Board of Directors; (d) upon request of a Major Holder, copies of full reports of independent third-party valuation firms obtained by the Company for purposes of compliance with Section 409A of the Internal Revenue Code, and summary capitalization tables for the Company. (e) as soon as practicable, practicable but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (ef) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors or any assignee of the Investors Major Holder may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1(e) 2.1 to provide information that (i) provide information which the Company reasonably it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel;. (fg) if If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 2.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor and to shareholders designated as representatives for such purpose by each Major Investors Group: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants an accounting firm associated with one of internationally recognized standing the “Big 4” US accounting firms selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, reviewed by an accounting firm associated with one of the “Big 4” US accounting firms selected by the Company; (c) within 14 days of the end of each month, a monthly report in a form agreed by the Board of Directors; (d) as soon as practicable, but in any event forty-five (45) 45 days prior to the end of each financial fiscal year, a proposed budget and business operating plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company;; and (de) with respect to the financial statements called for in Sections 3.1 (a), subsections (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management adjustment, provided that the foregoing shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on not restrict the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs right of the Company as to change its accounting principles consistent with GAAP, if the Investors or any assignee Board of Directors determines that it is in the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements best interest of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivedo so.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, if requested by such Major Investor and provided that the InvestorsBoard of Directors of the Company has not determined that such Major Investor is a Competitor (as defined below) of the Company: (a) as soon as practicable, but in any event within ninety one-hundred and twenty (90120) days after the end of each financial fiscal year of the CompanyCompany (beginning with the fiscal year ended December 31, 2014), (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(c)) for such year-, and (iii) a statement of stockholders’ equity as of the end of such year, such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by a firm of nationally recognized independent public accountants of internationally recognized standing selected by the Company with and reasonably acceptable to Fidelity (as defined below), FRC (as defined below), BVP (as defined below) and Stripes (as defined below); provided, however, that the approval Company shall not be obligated to deliver to the Major Investors audited financial statements for the fiscal year ended December 31, 2014 prior to the six-month anniversary of the Board date hereof, and provided further that the Company’s failure to comply with this Section 3.1(a) shall not constitute a breach of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director this Agreement and the Yunfeng Director, and accompanied by a report and opinion thereon by only remedy available to the Major Investors for such independent public accountantsfailure shall be for the Company to use commercially reasonable efforts to deliver the audited financial statements under this Section 3.1(a) as soon as practicable; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the CompanyCompany (beginning with the first full quarter after the date hereof), (i) an unaudited consolidated balance sheet as statements of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter, and a comparison between (x) the actual amounts as of and for such quarter and (y) the comparable amounts as included in the Budget, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments, (ii) not contain all notes thereto that may be required in accordance with GAAP) and (iii) deviate from GAAP in the respects described in Section 2.14 of the Disclosure Schedule attached as Exhibit C to the Purchase Agreement); (c) as soon as practicable, but in any event forty-five (45) days prior to before the end of each financial fiscal year, a proposed budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis includingquarterly basis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for each such months quarter and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to as soon as practicable, but in any event forty-five (45) days following the financial statements called for in Sections 3.1 (a)end of each fiscal quarter, (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal yearup-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures to-date capitalization table for the prior year and figures presented in the Budget on the other hand;Company; and (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee Company’s Board of the Investors Directors may from time to time reasonably request, deliver (including valuation reports prepared on the Company’s behalf in accordance with IRC 409A); provided, however, that the Company shall not be obligated under this Section 3.1(e) 3.1 to (i) provide information the disclosure of which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. The Company shall promptly and accurately respond, and shall use reasonable efforts to cause its transfer agent to promptly respond, to reasonable requests for information made on behalf of any Major Investor relating to the actual holdings of such Major Investor (based on stock records in the possession or control of the Company or transfer agent), including in relation to the total outstanding shares; provided, however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with the Company’s xxxxxxx xxxxxxx policy or a confidentiality obligation of the Company. The rights contained in this paragraph shall terminate with respect to a Major Investor once such Major Investor no longer holds any Restricted Securities.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 300,000 shares (subject to appropriate adjustment for stock splits, stock dividends, combinations or the Investors:like) of the Preferred Stock (a “Major Investor”): (a) as soon as practicable, but in any event within ninety one hundred fifty (90150) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated and consolidating income statements for the Company and its subsidiaries for such fiscal year, consolidated and consolidating balance sheet sheets of the Company and its subsidiaries, consolidated and consolidating statements of stockholders’ equity for the Company and its subsidiaries as of the last day end of such year; (ii) an audited , and consolidated income statement for such year; and (iii) an audited consolidated statement consolidating statements of cash flows for the Company and its subsidiaries for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial fiscal year of the Company, (i) an consolidated and consolidating unaudited income statements for the Company and its subsidiaries, consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement consolidating statements of cash flows for the Company and its subsidiaries for such fiscal quarter and consolidated and consolidating unaudited balance sheets for the Company and its subsidiaries as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, consolidated and consolidating unaudited income statements and statements of cash flows for the Company and its subsidiaries and consolidated and consolidating balance sheets for the Company and its subsidiaries for and as of the end of such month, in reasonable detail and compared against the then current budget for the Company and its subsidiaries; (d) as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial fiscal year to be submitted to for the Board for approval (collectively, the “Budget”)Company and its subsidiaries, prepared on a monthly basis includingbasis, revenuesincluding consolidated and consolidating balance sheets, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;; and (e) such other information relating to the financial conditionas soon as practicable, business, prospects or corporate affairs of the Company as the Investors or but in any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is event at least sixty (60) days prior to after the end of each fiscal year, a report and analysis from the Company’s good faith estimate of Chief Executive Officer on any variance between the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that actual performance by the Company is actively employing and its reasonable best efforts to cause subsidiaries for such registration statement to become effectivefiscal year and the budget for the Company and its subsidiaries for such fiscal year.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Holder: (a) as soon as practicable, but in any event within ninety (90) days practicable after the end of each financial fiscal year of the Company, (i) an audited a copy of the annual consolidated balance sheet as financial statements of the last day Company consisting of, at least, balance sheets and statements of such year; (ii) an audited consolidated income statement and cash flow for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailperiod, prepared in accordance with US GAAP or IFRSGAAP, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent certified public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty (30) days practicable after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an a copy of the quarterly unaudited consolidated balance sheet as financial statements of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicableCompany consisting of, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash positionat least, balance sheets and sources statements of income and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) cash flow for such months period, prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (dc) with respect to the financial statements called for in Sections 3.1 (aSection 3.1(a) and Section 3.1(b), (b) and (c) an instrument executed by the chief financial officer and chief executive officer or the financial controller of the Company and certifying that such financials financial statements were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments except as otherwise set forth in Section 3.1(b) and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to fairly present the financial condition, business, prospects or corporate affairs condition of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if results of operation for the periods specified therein. If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (gsubsidiaries, provided that the audit referred to in Section 3.1(b) notwithstanding shall not be required to include and cover any consolidating financial statements. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to before the Company’s good faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall (A) deliver to each Investor who holds, together with its Affiliates, at least 150,000 shares of Registrable Securities (as adjusted for stock splits and combinations) issued or issuable upon conversion of the Series E Preferred Stock, the Series F Preferred Stock and/or the Series G Preferred Stock, or any combination thereof (a “Major Senior Preferred Investor”), and (B) upon the request of any other Investor who holds at least 250,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Key Investor” and, together with the Major Senior Preferred Investors, the “Major Investors”), deliver to each such Major Investor, the following: (a) as soon as practicable, but in any event within ninety (90) days after the later of the Company’s receipt of such request, if applicable, and the end of each financial any fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of cash flows shareholder’s equity as of the end of such year, and a schedule as to the sources and applications of funds for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally regionally recognized standing reputation selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants;Company. (b) as As soon as practicable, but in any event within thirty (30) days practicable after the end of the first, second and third quarterly accounting periods in each quarter of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date. (c) within the later of sixty (60) days after the Company’s receipt of such request, if applicable, and sixty (60) days prior to the end of each financial the fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenues, expenses, cash position, including balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the CompanyCompany and approved by its Board of Directors; (d) with respect to the financial statements called for in Sections 3.1 (aSection 2.1(b), (b) and (c) an instrument executed by the chief executive officer Chief Financial Officer, Chief Executive Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;adjustment; and (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors such requesting party may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1(e) 2.1 to (i) provide information which the Company reasonably it deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each of the InvestorsPreferred Shareholders: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors Preferred Shareholders and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng DirectorAuditor, and accompanied by a report and opinion thereon by such independent public accountantsthe Auditor; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter, prepared in accordance with US GAAP and IFRS; (c) as soon as practicable, but in any event forty-five within thirty (4530) days after the end of each month of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; and (iii) an unaudited consolidated statement of cash flows for such month, prepared in accordance with US GAAP or IFRS, acceptable to the Preferred Shareholders and consistently applied; (d) as soon as practicable, but in any event no later than ten (10) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Yearly Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Group Companies; (e) as soon as practicable, but in any event no later than five (5) days prior to the end of each quarter, a proposed budget and business plan for the next quarter to be submitted to the Board for approval (collectively, the “Quarterly Budget”), prepared on a monthly basis including revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Group Companies; (f) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, the reconciliation between US GAAP and IFRS of the financial statements of such quarter, certified by the Chief Financial Officer of the Company; (dg) with respect to the financial statements called for in Sections 3.1 (a3.1(a), (b) and (c) ), an instrument executed by the chief executive officer or the financial controller Chief Financial Officer of the Company and certifying that such financials financial statements were prepared in accordance with US GAAP or and/or IFRS, acceptable to the Investors Preferred Shareholders and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management ) and fairly present the financial condition of the Group Companies and their results of operation for the periods specified therein; management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and actual figures for the prior year and figures presented in the Yearly Budget on the other hand; (eh) such other information relating to the financial condition, business, prospects or corporate affairs of the Company Group Companies as the Investors any Preferred Shareholder or any assignee of the Investors such Preferred Shareholder may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e3.1 (h) of this Agreement to provide information which (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information (unless such Preferred Shareholder commits to keep such information confidential); or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (fi) Notwithstanding the provisions of Section 3.1(h) above, such other information relating to the financial condition, business, prospects or corporate affairs of any Group Company as requested by any Preferred Shareholder or any assignee of such Preferred Shareholder for the purpose of fulfilling its obligations of reporting and/or disclosure as required under Laws applicable to it and/or its operation; and (j) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Group Companies shall deliver to the InvestorsInvestors and CVC the following documents or reports: (ai) as soon as practicablean annual budget and strategic plan at least thirty (30) days prior to the beginning of each fiscal year, but in setting forth: the projected balance sheets, income statements and statements of cash flows for each month during such fiscal year of each Group Company; projected detailed budgets for each such month; any event dividend or distribution projected to be declared or paid; the projected incurrence, assumption or refinancing of Indebtedness; and all other material matters relating to the operation, development and business of the Group Companies; (ii) within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited a consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for the Company for such fiscal year and a consolidated balance sheet for the Company as of the end of the fiscal year; such year-end financial statements , audited and certified by any of the “Big Four” accounting firms or a reputable firm of independent certified public accountants acceptable to be in reasonable detailboth of the Majority Investors and Ordinary Majority, all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and Accounting Standards consistently applied and in each case setting forth in comparative form figures for throughout the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsperiod; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event within forty-five (45) days prior to of the end of each financial yearfiscal quarter, a proposed budget consolidated unaudited income statement and business plan statement of cash flows for such quarter and a consolidated balance sheet for the next financial year to be submitted to Company as of the Board end of such quarter, all prepared in accordance with the Accounting Standards consistently applied throughout the period (except for approval (collectively, customary year-end adjustments and except for the “Budget”absence of notes), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications certified by the chief financial officer of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (div) with respect to the financial statements called for in Sections 3.1 within twenty-one (a), (b21) and (c) an instrument executed by the chief executive officer or the financial controller days of the end of each month, a consolidated unaudited income statement and statement of cash flows for such month and a consolidated balance sheet for the Company and certifying that as of the end of such financials were month, all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and Accounting Standards consistently applied with prior practice throughout the period (except for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal customary year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures except for the prior year absence of notes), and figures presented in certified by the Budget on chief financial officer of the other handCompany; (ev) such copies of all documents or other information relating sent to the financial condition, business, prospects or corporate affairs of all other shareholders and any reports publicly filed by the Company as the Investors with any relevant securities exchange, regulatory authority or any assignee of the Investors may from time to time reasonably requestgovernmental agency, provided, however, that the Company shall not be obligated under this Section 3.1(eno later than five (5) to (i) provide days after such documents or information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of filed by the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (gvi) notwithstanding anything else in this Section 3.1 to the contraryas soon as practicable, the Company may cease providing the any other information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate reasonably requested by any of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveInvestors.

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, Director and one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) or any other Section of Section 3.1 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. (a) The Company shall shall, upon request, deliver to the Investors:(I) each Investor (or transferee of an Investor) that holds at least 1,800,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization, and each Advised Investor (each, a “Major Investor”), (II) each Series F Advised Investor and (III) each Information Rights Investor (or transferee of an Information Rights Investor): (ai) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (bii) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) fiscal quarter and an unaudited balance sheet as soon as practicable, but in any event forty-five (45) days prior to of the end of each financial yearsuch fiscal quarter, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, except that such financial statements may (A) be subject to normal year-end audit adjustments and exclude (B) not contain all footnotes notes thereto that may be required by applicable accounting standardin accordance with GAAP). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;; and (eiii) with respect to Major Investors only, such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors any Major Investor, other than any Major Investor which is a Strategic Investor or any assignee of the Investors a Competitor Transferee may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e) 3.1 to (i) provide information which the Company reasonably that (A) it deems in good faith to be a trade secret or similar confidential information or (iiB) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel;. (fb) if If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. (c) The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of any Advised Investor or Series F Advised Investor relating to (i) accounting or securities law matters required in connection with its audit or (ii) the actual holdings of such Advised Investor or Series F Advised Investor, including in relation to the total outstanding shares; provided, however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with a confidentiality obligation of the Company.

Delivery of Financial Statements. (a) For so long as any shares of Preferred Stock are outstanding, the Company shall deliver to each Investor, within 30 days after the end of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company, an unaudited consolidated statement of stockholders’ equity as of the end of such year, an unaudited consolidated statement of operations and an unaudited consolidated statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Within 90 days after the end of each fiscal year, the Company shall deliver to each Investor annual financial statements that are audited and certified by an independent accounting firm selected by the Board of Directors, including at least three of the Preferred Directors; provided, that at the election of the Board of Directors, including at least three of the Preferred Directors, the requirement to provide audited annual financial statements may be waived for the then most recently completed annual period. (b) The Company shall deliver to the Investorseach Investor: (ai) within 30 days of the end of each month, an unaudited consolidated balance sheet of the Company for, and as of, the end of such month, an unaudited consolidated statement of operations and a consolidated statement of cash flows, in reasonable detail with comparisons of the financial results against the Company’s budget for that financial period and the Company’s financial results for the corresponding period of the previous year, and an updated capitalization table as of the date of such statements; (ii) within 30 days of the end of each fiscal quarter, an unaudited consolidated balance sheet of the Company for, and as of, the end of such quarter, an unaudited consolidated statement of operations and a consolidated statement of cash flows, in reasonable detail with comparisons of the financial results against the Company’s budget for that financial period and the Company’s financial results for the corresponding period of the previous year; (iii) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) 30 days prior to the end beginning of each financial fiscal year, a copy of the Company’s annual operating plan and proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months fiscal year; and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (eiv) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(esubsection (b)(iv) to (i) provide information which the Company it reasonably deems in good faith considers to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the InvestorsBoard of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each financial fiscal year of the Company, Company (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of stockholders’ equity as of the end of such year-end financial statements to year (together, the “Financial Statements”), provided that all such Financial Statements shall be in reasonable detail, unaudited but prepared in accordance with US GAAP or IFRS(except that such unaudited Financial Statements may not contain all notes thereto that may be required in accordance with GAAP); provided further that within 180 days after the end of each fiscal year of the Company, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and all Financial Statements shall be audited and certified by independent public accountants of internationally regionally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants;Company. (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) unaudited statements of income and cash flows for such fiscal quarter, and an unaudited consolidated balance sheet as of the last day end of such fiscal quarter, prepared in accordance with GAAP (except that quarterly financial statements may (i) be subject to normal year-end audit adjustments; and (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarternot contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event forty-five (45) within 45 days prior to the end beginning of each financial fiscal year, unless waived by the Company’s Board of Directors, including the Non-Employee Majority Directors, a proposed budget and business plan and operating and capital expenditures budget for the such next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under pursuant to this Section 3.1(e3.1(c) to (i) provide access to any information which the Company that it reasonably deems and in good faith considers to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel;; and (fd) soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company. If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and subsidiaries. The Company shall be deemed to have satisfied the requirement for the delivery of information under this Section 3.1 with respect to the X. Xxxx Price Investors by delivery of the relevant information to X. Xxxx Price (gand for further distribution to the X. Xxxx Price Investors) notwithstanding in accordance with the notice requirements of the X. Xxxx Price Investors. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) 60 days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet annual, quarterly, and monthly financial statements, and other information as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected determined by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsBoard; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial fiscal year, a proposed comprehensive operating budget and business plan for forecasting the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, Company’s revenues, expenses, and cash positionposition on a month-to-month basis for the upcoming fiscal year; and (c) promptly following the end of each quarter an up-to-date capitalization table, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months andif requested, as soon as prepared, any other budgets or revised budgets prepared certified by the Chief Financial Officer or Chief Executive Officer of the Company;. (d) with respect to the financial statements called If, for in Sections 3.1 (a)any period, (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of has any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; andsubsidiaries. (ge) notwithstanding The financial statements to be delivered to each Major Investor shall be prepared in accordance with GAAP (other than the inclusion of full footnotes) applied on a consistent basis throughout the periods indicated, and in a manner reasonably capable of being audited at a certain date. (f) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each financial fiscal year of the Company, Company (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of stockholders’ equity as of the end of such year-end , all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an independent public accountants of internationally recognized standing accountant selected by the Company with Company; such financial statements shall include a comparison to the approval of the Board of Directors, including the affirmative consent of at least one prior year’s amounts (1) AIL Director, one (1) Matrix Director, the Sequoia Director provided such prior year’s amounts were similarly audited and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantscertified); (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as statements of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such fiscal quarter; (c) , and an unaudited balance sheet and a statement of stockholders’ equity as soon as practicable, but in any event forty-five (45) days prior to of the end of each financial yearsuch fiscal quarter, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and exclude (ii) not contain all footnotes notes thereto that may be required by applicable accounting standardin accordance with GAAP). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;; and (ec) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) 30 days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Until the Corporation becomes a public company subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act, the Corporation shall deliver to the Investorseach Investor Party: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the CompanyCorporation, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Corporation and (iii) an audited consolidated statement of stockholders’ equity as of the end of such year, a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCorporation; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial fiscal year of the CompanyCorporation, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated sheet, income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for and as of such fiscal quarter and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS; (c) within thirty (30) days of the end of each month, the monthly consolidated cash balance of the Corporation and its Subsidiaries; (d) as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other handCorporation; (e) copies of all documents sent by the Corporation to all stockholders; and (f) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company Corporation as the Investors or any assignee of the Investors such Investor Party may from time to time reasonably request; and if, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period period, the Company shall have Corporation has any Subsidiary whose accounts are consolidated with those of the CompanyCorporation, then in respect of such period the financial statements delivered pursuant to the foregoing sections provisions of this Section 8.1 shall be the consolidated and consolidating financial statements of the Company Corporation and all such consolidated Subsidiaries; and (g) notwithstanding . Notwithstanding anything else in this Section 3.1 8.1 to the contrary, the Company Corporation may cease providing the information set forth in this Section 3.1 8.1 during the period starting with the date that is sixty thirty (6030) days prior to before the CompanyCorporation’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is Commission rules applicable to be filedsuch registration statement and related offering; provided provided, that the Company Corporation’s covenants under this Section 8.1 shall be reinstated at such time as the Corporation is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The So long as any Investor continues to hold no less than five percent (5%) of the total issued and outstanding Preferred Shares on an as converted and as-exercised basis (as adjusted for any share splits, share dividends, recapitalizations or the like), the Company shall, and shall cause the Group Companies to, deliver to the Investorssuch Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet financial statement as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US PRC GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an accredited accounting firm or any other independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsaccording to Section 7.1(b)(xv); (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event within thirty (30) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; and (iii) an unaudited consolidated statement of cash flows for such month; (d) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial fiscal year, a proposed an annual consolidated budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (de) with respect to the financial statements called for in Sections 3.1 (aSection 3.1(a), (bSection 3.1(b) and (cSection 3.1(c) an instrument executed by the chief executive financial officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRSPRC GAAP, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management As soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter, the Company shall also provide the Investors and the Board an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year quarter and figures presented in the Budget on the other hand; (ef) such other information relating (A) provided to the financial conditionany other Shareholder, business, prospects or corporate affairs of the Company (B) as the Investors an Investor or any assignee of the Investors an Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (fg) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (gh) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall, and together with the Principals, the Principal Holding Companies and the Partnerships shall procure the Company to, deliver to each Information Rights Holder the Investorsfollowing documents or reports: (a) as soon as practicable, but in any event an annual budget and business plan of the Group Companies on consolidated basis approved by the Board at least thirty (30) days prior to the beginning of each fiscal year; copies of such documents shall also be delivered to Weijinke simultaneously; (b) within ninety (90) days after the end of each financial fiscal year of the Company, the management accounts (i) an with copies delivered to Weijinke), and before the April 30th of each year, audited annual consolidated balance sheet as financial statements of the last day of such year; (ii) an audited Company on consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures basis for the previous year and immediate prior fiscal year, audited and certified by independent public accountants of internationally recognized standing selected by the Company Accountant (with the approval of the Board of Directorscopies delivered to Weijinke, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director Boyu and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsXxxxx); (bc) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal quarters, a consolidated unaudited financial year of the Company, statements (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated including income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter and a consolidated balance sheet for the Company as of the end of such quarter) (with copies delivered to Boyu, Xxxxx and Weijinke); (cd) within fifteen (15) days after the end of each month, a business report (including the primary operational data) of such month, and a comparison of the financial results of such month with the corresponding monthly budget and business plan; (e) within ten (10) days after each meeting of the Board or the Shareholders, copies of minutes of such meeting; (f) upon reasonably requested by any Shareholder, or the applicable Laws or the regulatory institutions governing such Shareholder or the Affiliates of such Shareholder may request, any information in relation to the Group Companies; (g) copies of all documents or other information sent to all other Shareholders reasonably requested by any Information Rights Holder, and a reasonable opportunity to communicate with the senior management so that such Information Rights Holder is able to obtain information; (h) upon the reasonable request of any Shareholder, any information in relation to any material litigation, administrative investigation, administrative penalty against any of the Group Companies, any material noncompliance notice issued by the Governmental Authority against any of the Group Companies, and any other events which may have a material adverse effect on the operation of any of the Group Companies; (i) as soon as practicable, any other information reasonably requested by any Information Rights Holder, including but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as preparednot limited to, any other budgets or revised budgets prepared by the Company; information (di) with respect to a Group Company as required by Laws applicable to such Information Rights Holder or any of its Affiliate; (ii) for the purpose of the tax filing, internal audit or compliance check of such Information Rights Holder; (iii) required under the Section 12.6, and (iv) in connection with any litigation, legal proceedings, administrative investigation or penalty, incompliance notice issued by any Governmental Authority against any Group Company or other incidents that may have material adverse effect on the operations of any Group Company. All documents to be provided pursuant to this Section 8.2 shall be delivered in a reasonable form. A set of financial statements called for shall consist of, without limitations, an income statement, balance sheet, cash flow and statement of changes in Sections 3.1 (a)shareholders’ equity together with relevant notes thereto, (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company be prepared and certifying that such financials were prepared constantly recorded in Chinese on a consolidation basis in accordance with US GAAP or IFRS, acceptable to the Investors Accounting Standards and consistently applied with prior practice for earlier periods (with audited by the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude Company Accountant. A consolidated financial statement shall reflect all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs conditions of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveGroup Companies.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to (i) OrbiMed or its permitted assigns (“OrbiMed”) (so long as OrbiMed continues to hold at least 676,901 shares of Series E Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the Investors:like), (ii) HealthCor Partners Fund II, LP or its permitted assigns (“HealthCor”), so long as HealthCor continues to hold at least 2,382,757 shares of Series E Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), (iii) entities affiliated with Sofinnova Venture Partners VIII, L.P. and Sofinnova Venture Partners IX, L.P. (collectively, “Sofinnova”) (so long as Sofinnova continues to hold at least 3,831,418 shares of Series F Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) and (iv) each other Investor (or transferee of an Investor) that holds at least five percent (5%) of the then outstanding Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (each, a “Major Investor”): (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSU.S. generally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement, statement of cash flows for such quarterfiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter comparing actual results to budgeted results and in a format reasonably satisfactory to Claremont Creek Ventures and Harmony Partners (“Harmony”); (c) as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial fiscal year to be submitted to approved by the Board for approval (collectively, the “Budget”)of Directors, prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 3.1(e) 3.1 to (i) provide information which the Company reasonably that it deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to As promptly as possible following the Investors: (a) as soon as practicablelast day of each month after the date of this Agreement until the Closing Date, but and in any event within ninety (90) 35 days after the end of each financial year such month, each of the Company, (i) an audited annual Buyer and the Company shall deliver to the other its unaudited consolidated balance sheet and the related consolidated statements of operations and cash flows for the one-month period then ended, all certified by its chief financial officer to the effect that such interim financial statements are prepared in accordance with GAAP (except as otherwise described therein) on a consistent basis as with each Party's audited financial statements and fairly present the consolidated financial condition and results of operations of each Party as of the date thereof and for the period covered thereby (collectively, the "Interim Monthly Financial Statements"). As promptly as possible following the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Directorfiscal quarter, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of such quarter, each financial year of the Company, (i) an Buyer and the Company shall deliver to the other its unaudited consolidated balance sheet as of and the last day of such quarter; (ii) an related unaudited consolidated income statement for such quarter; statements of operations and (iii) an unaudited consolidated statement of cash flows for such quarter; the year-to-date period then ended, prepared in accordance with GAAP (cexcept as otherwise described therein) applied on a consistent basis as soon with the Audited Financial Statements, which comply as practicable, but in any event forty-five (45) days prior to form with the end applicable accounting requirements and the published rules and regulations of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval SEC with respect thereto (collectively, the “Budget”"Unaudited Quarterly Financial Statements"), prepared on a monthly basis . The Company shall furnish the Buyer with all information (including, revenueswithout limitation, expensesthe Audited Financial Statements and the Unaudited Quarterly Financial Statements, cash position, balance sheets pro forma financial information and sources projections included in the Disclosure Statement) and applications of funds statements shall take such other action including obtaining any necessary consents and comfort letters (including any anticipated or planned capital expenditure or borrowingsin customary form and scope) for such months andfrom its accountants, as soon as prepared, the Buyer may reasonably request in connection with any other budgets or revised budgets prepared offering of securities of the Buyer used to fund the amounts to be paid by the Company; (d) with respect to Buyer under the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer Amended Plan or the financial controller working capital requirements of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to Buyer following the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveClosing.

Delivery of Financial Statements. The Company shall deliver will furnish to the InvestorsTrustee: (a) as soon as practicableavailable, but in any event within ninety (90) 120 days after the end of each financial fiscal year (December 31) of the Company, (i) an audited annual a copy of the consolidated balance sheet of the Company as of the last day end of such year; (ii) an audited year and the related consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such fiscal year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval and of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsinternationally recognized standing; (b) as soon as practicableavailable, but in any event within thirty (30) 75 days after the end of each quarter of each financial year the first three fiscal quarters of the Company, (i) an a copy of the unaudited consolidated balance sheet of the Company as of the last day end of each such quarter; (ii) an quarter and the related unaudited consolidated statements of income statement and cash flows of the Company for such quarter; quarter and (iii) an unaudited consolidated statement the portion of cash flows for the fiscal year through such quarterdate; (c) as soon as practicableconcurrently with the delivery of the financial statements for each fiscal year and the second fiscal quarter of the Company referred to in clauses (a) and (b), but in any event forty-five (45) days prior to the end of each financial yearrespectively above, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications certificate of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;’s general manager or Chief Financial Officer certifying the calculation of the Leverage Ratio and the Interest Expense Coverage Ratio; and (d) concurrently with respect to the delivery of the financial statements called for referred to in Sections 3.1 clause (a)) above, a certificate of the general manager or chief financial officer of the Company stating whether, to the best of such officer’s knowledge, anything came to his or her attention to cause him or her to believe that there existed on the date of such statements a Default or an Event of Default, and if so, specifying the nature and period of existence thereof. All of the financial statements referred to in (a) and (b) above are to be complete and (c) an instrument executed by the chief executive officer or the financial controller of the Company correct in all material respects, to be prepared in reasonable detail and certifying that such financials were prepared in accordance with US Argentine GAAP or IFRSapplied consistently throughout the periods reflected therein and to be delivered in both the English and Spanish languages. Delivery of such reports, acceptable information and documents to the Investors Trustee is for informational purposes only and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, Trustee’s receipt of such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management reports shall also provide an analysis of results, highlighting notable events and a thorough explanation not constitute constructive notice of any material differences between actual figuresinformation contained therein or determinable from information contained therein, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to including the Company’s good faith estimate compliance with any of the date of filing of, and ending on a date one hundred eighty its covenants hereunder (180) days after the effective date of the registration effecting the IPO, as to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) Trustee is entitled to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiverely exclusively on Officers’ Certificates).

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Shareholder (or transferee of the InvestorsShareholder provided the transfer of securities to such transferee is permitted under this Agreement) that holds at least 1.8% of all the Ordinary Shares Equivalents in issue and outstanding or each Noteholder (together with its affiliates) holding Notes with an aggregate principal amount of not less than US$5,000,000 (a “Major Investor”), with respect to itself and its subsidiaries on a consolidated basis: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) consolidated financial statements, including an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet and (iii) an audited consolidated statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-year end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing in the PRC and internationally selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, an unaudited consolidated income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (de) with respect to the financial statements called for in Sections 3.1 (a), subsections (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-year end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;adjustment; and (ef) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably requestrequest (including, but not limited to, a capitalization table provided annually), provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1(e) 2.1 to (i) provide information which the Company reasonably that it deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The For as long as any holder of Preferred Shares and its Affiliates continues to hold Preferred Shares representing 2% or more of the total share capital of the Company (on an as-converted and fully-diluted basis), the Group Companies shall deliver to such holder of Preferred Shares the Investorsfollowing documents or reports: (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual a consolidated income statement and statement of cash flows for the Group Companies for such fiscal year and a consolidated balance sheet for the Group Companies as of the last day end of the fiscal year, all prepared in accordance with the US GAAP, audited and certified by one of the “Big 4” or a reputable firm of independent certified public accountants acceptable to the Majority Preferred Holders, and a management report including a comparison of the financial results of such year; fiscal year with the corresponding annual budget prepared in accordance with the US GAAP (provided that such financial statements may be unaudited if the Majority Preferred Holders determines that the Group Companies are not required to obtain audited financial statements); (ii) an audited within forty-five (45) days after the end of each quarter, a consolidated unaudited income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; quarter and a consolidated balance sheet for the Group Companies as of the end of such year-end financial statements to be in reasonable detailquarter, all prepared in accordance with the US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsGAAP; (biii) as soon as practicable, but in any event within thirty (30) days after the end of each quarter month, operating and financial information of each financial year that month prepared by or otherwise available to the Company and any other Group Company in the ordinary course of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarterbusiness; (civ) an annual budget and strategic plan (the “Annual Budget”) at least thirty (30) days prior to the beginning of each fiscal year approved in accordance with Section 10.1(xi) hereof; and (v) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs condition and Business of the Company as the Investors Group Companies reasonably requested by any holder of Preferred Shares (including monthly or any assignee of the Investors may from time to time reasonably requestother periodic operating information), provided, however, that the Company Group Companies shall not be obligated under this Section 3.1(e8.1(v) to provide information (i) provide information which that the Company Board reasonably deems determines in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company Group Companies and its their counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) After the date hereof, with fifty percent (50%) of the out of pocket expenses thereof to be reimbursed by Buyer, Sapphire shall, and shall cause its Subsidiaries to, and shall direct its and their respective Representatives (including their respective auditors) to do each of the following: (i) use their respective reasonable best efforts to, deliver to Buyer as soon promptly as practicablereasonably practical unqualified audited financial statements of the Business for the fiscal year ended December 31, but 2020 together with all related notes and schedules thereto, accompanied by the reports thereon of the independent auditors of the Businesses (the “Business Audited Financial Statements”); (ii) if the Principal Closing occurs after March 1, 2022, use their respective reasonable best efforts to deliver to Buyer as promptly as reasonably practical (and in any event within ninety no later than sixty (9060) days after the end of each Principal Closing), unqualified audited financial year statements of the CompanyBusiness for the fiscal year ended December 31, (i) an audited annual consolidated balance sheet as 2021 together with all related notes and schedules thereto, accompanied by the reports thereon of the last day independent auditors of such yearthe Business (the “Business 2021 Audited Financial Statements”); (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements use their respective reasonable best efforts to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable deliver to the Investors Buyer as promptly as reasonably practical (and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty no later than forty (3040) days after the end of each quarter of each Principal Closing) unaudited financial year statements of the CompanyBusinesses for each Required Quarter, in each case prepared on the same basis as the Business Audited Financial Statements (except that they contain the notes required by GAAP as applicable to interim financial statements and are subject to normal year-end adjustments) (collectively, together with the Business Audited Financial Statements and the Business 2021 Audited Financial Statements, the “Section 5.16 Financial Statements”); and (iv) use their respective reasonable best efforts to deliver to Buyer as promptly as reasonably practical in connection with each of the foregoing (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and through (iii) an unaudited consolidated statement all other financial data regarding the Businesses reasonably required to permit the Buyer to prepare pro forma financial statements required under Regulation S-X under the Securities Act; and in the case of cash flows for clauses (i) through (iii), that would meet the requirements of Rule 3-05 of Regulation S-X under the Securities Act, and that would satisfy the requirements of Item 9.01 of Form 8-K with respect to financial statements of the business acquired if included on a Form 8-K/A filed by Buyer on the 75th day after the Closing to amend a Form 8-K filed by Buyer announcing the Principal Closing on the Principal Closing Date (assuming such quarter; (cfilings are made on such dates, without regard to whether actually made on such dates). Notwithstanding anything to the contrary herein, the Business Audited Financial Statements required pursuant to Section 5.16(a)(i) as soon as practicable, but in any event shall be delivered prior to the date that is forty-five (45) days prior to after the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;Principal Closing. (d) with respect to the financial statements called for in Sections 3.1 (a), (b) From and (c) an instrument executed by after the chief executive officer or Principal Closing until the financial controller of 75th day after the Company and certifying that such financials were prepared in accordance with US GAAP or IFRSPrincipal Closing Date, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing ofSapphire shall, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing shall use its reasonable best efforts to cause its accountants, auditors and employees to, at Buyer’s sole expense, (i) discuss, cooperate and provide information reasonably requested by Buyer or its Representatives, that is reasonably necessary for Buyer to prepare unaudited pro forma financial statements of Buyer for the periods described in clause (a) above, and (ii) cooperate with Buyer with regards to responding to any comments from the SEC concerning such registration statement pro forma financial statements. (c) Buyer shall use reasonable best efforts to become effectiverequest and obtain from the SEC, as promptly as reasonably practicable, a waiver of the requirements to file financial statements of the Businesses under Rule 3-05 of Regulation S-X under the Securities Act or pro forma financial information of the Businesses under Rule 11-01(b) of Regulation S-X under the Securities Act or, in the alternative, to file only “abbreviated financial statements” of the Businesses as provided for in 2065.4-6 of the SEC Financial and Reporting Manual. Sapphire shall use its reasonable best efforts to comment on (and to the extent reasonably requested by Buyer, provide information and materials to be used in the preparation of (provided that no financial statements shall be required to be prepared pursuant to this Section 5.16(c)) such waiver request submitted to the SEC; provided that, if any such waiver is granted by the SEC, Sapphire shall not be required to furnish to Buyer the portion of the Section 5.16 Financial Statements covered by such waiver. If the SEC notifies Buyer in writing that it will not grant such waiver, Buyer shall have no obligation to continue to seek any such waiver.

Delivery of Financial Statements. The (a) So long as a Preferred Holder holds at least 25% of the Subject Shares owned by it on the date hereof and prior to the consummation of any Qualified Public Offering, the Company shall deliver to the Investorssuch holder: (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet and (iii) an audited consolidated statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-year end financial statements reports to be on a consolidated basis for the Company and its Subsidiaries and for the Operating Companies in reasonable detail, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year (“GAAP”), and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (bii) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Companycalendar month, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an income statement, unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quartermonth and an unaudited balance sheet, in each case, on a consolidated basis for the Company and its Subsidiaries and for the Operating Companies as of the end of such month; (ciii) as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed consolidated budget and business plan for the next financial following fiscal year to be submitted to for the Board Company and its Subsidiaries and for approval (collectively, the “Budget”)Operating Companies, prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companybasis; (div) with respect to the financial statements called for in Sections 3.1 paragraph (a)) above, (b) and (c) an instrument executed by the chief executive Chief Financial Officer or President (or an officer or the financial controller in a comparable position) of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and applied consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition and results of operation for the Company and its Subsidiaries and the Operating Companies for the period specified, subject to normal year-year end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;adjustment; and (ev) all notices, request for consents, financial statements and other materials provided to the holders of Equity Securities at any time and at the same time such holders are so furnished, and such other information relating to the financial condition, business, prospects business or corporate affairs of the Company Group as the Investors or any assignee holders of at least 10% of the Investors then outstanding Series A Preferred Shares may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;. (fb) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those The Company, each of its Subsidiaries and each of the Company, then in respect Operating Companies shall evaluate the effectiveness of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements its respective system of internal accounting controls as of the Company and all end of each fiscal quarter for such consolidated Subsidiaries; and (g) notwithstanding anything else entity. As soon as practicable, but in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is any event within sixty (60) days thereafter, the Company shall notify Blue Ridge China and EI in writing of any (i) deficiencies in such controls, and (ii) significant changes in such controls or in other factors that could significantly affect such controls. (c) The Company may require any party (other than Blue Ridge China and EI) entitled to the information rights of this Section 4.1 to execute a confidentiality and non-disclosure agreement at any time with respect to such rights. (d) Not later than 20 business days prior to the date on which the Xxxxxxx Warrants expire or terminate pursuant to the terms thereof, the Company shall deliver to the Xxxxxxx Holders the information set out in Sections 4.1(a)(i) through (iv), subject to Section 4.1(c). (e) Within 5 business days following receipt by the Company of a notice from either of the Xxxxxxx Holders to the effect that it intends, in good faith, to exercise its Xxxxxxx Warrant, in whole or in part, subject to a review of the Company’s good faith estimate financial condition and performance, the Company shall furnish to such Xxxxxxx Holder the information set out in Section 4.1(a)(i) through (iv), subject to Section 4.1(c). (f) In the event that the Company becomes subject to the public reporting requirements of the date Securities Exchange Act of filing of1934, as amended, or a similar public securities reporting statute in another jurisdiction: (i) as a result of any transaction approved by the Company’s Board of Directors, the requirements of this Section 4.1 shall terminate; or (ii) for any other reason, the requirements of this Section 4.1 shall continue, provided, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the that they do not contravene applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivepublic securities law.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement and of cash flows for such year; , and (iii) an audited consolidated statement of cash flows for stockholders’ equity as of the end of such year; such year-end . Such yearend financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, but in any event within thirty (30) days after of the end of each quarter of each financial year of the Companymonth, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quartermonth, and an unaudited balance sheet as of the end of such month; (cd) as soon as practicable, but in any event forty-five sixty (4560) days prior to before the end of each financial fiscal year, a proposed budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board (including at least one of the Preferred Directors) and prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other handbasis; (e) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e6(e) to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 6 to the contrary, the Company may cease providing the information set forth in this Section 3.1 6 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to such registration statement and related offering; provided, however, that the Company’s covenants under this Section 6 shall be filed; provided that reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The For so long as a Holder continues to hold any Series A Preferred Share (or Ordinary Share issued upon conversion of the Series A Preferred Share), Series B Preferred Share (or Ordinary Share issued upon conversion of the Series B Preferred Share), Series B-1 Preferred Share (or Ordinary Share issued upon conversion of the Series B-1 Preferred Share), Series C Preferred Share (or Ordinary Share issued upon conversion of the Series C Preferred Share), Series D and Series D-1 Preferred Share (or Ordinary Share issued upon conversion of the Series D and Series D-1 Preferred Share), the Company shall deliver to such Holder the Investorsfollowing documents or reports: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the CompanyGroup Companies beginning in 2015, a consolidated annual financial statement (iincluding the balance sheet, cash flow statement and income statement, the same below) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement Group Companies for such fiscal year; , audited and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailcertified by Big 4 audit firms or other audit firms approved by the Majority Preferred Holders, prepared in accordance with IFRS or US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsGAAP; (b) as soon as practicable, but in any event within thirty (30) days after of the end of each quarter of each month, a consolidated un-audited monthly financial year statement of the Company, (i) an unaudited consolidated balance sheet Group Companies as of the last day end of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quartermonth, prepared in accordance with IFRS or US GAAP; (c) within thirty (30) days of the end of each fiscal quarter, a consolidated un-audited quarterly financial statement of the Group Companies as soon as practicableof the end of such fiscal quarter, but prepared in any event forty-five accordance with IFRS or US GAAP; (45d) no later than thirty (30) days prior to the beginning of each fiscal year, a comprehensive operating budget forecasting the revenues, expenses and cash position of the Group Companies on a quarter-to-quarter basis for the succeeding fiscal year which has been approved by the Board of Directors; (e) within thirty (30) days of the end of each financial yearfiscal quarter, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed up-to-date capitalization table certified by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;Company; and (ef) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may Holder shall reasonably request from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivetime.

Delivery of Financial Statements. The Company shall deliver to TCH and Kingsoft Corporation the Investorsfollowing: (aA) as As soon as practicable, but in any event within ninety one hundred and five (90105) days after the end of each financial year of the Company, (i) an audited annual a consolidated balance sheet as of the last day of such year; (ii) an audited a consolidated income statement for such year; and (iii) an audited a consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP IFRS (or IFRS, another internationally recognized accounting standard acceptable to the Investors and TCH) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by one of the “Big 4” independent public accountants of internationally recognized standing accounting firm selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants;. (bB) as As soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter;. (cC) as As soon as practicable, but in any event forty-five within thirty (4530) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month and (iii) an unaudited consolidated statement of cash flows for such month. (D) As soon as practicable, but in any event fifteen (15) days prior to the end of each financial yearfiscal quarter, a proposed budget and business plan for the next financial year fiscal quarter to be submitted to the Board of Directors for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;. (dE) As soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a proposed budget and business plan (collective with the budget as provided in Section 5.09(a)(D), the “Budget”) for the next fiscal year to be submitted to the Board of Directors for approval and, as soon as prepared, any other budgets or revised budgets prepared by the Company. (F) With respect to the financial statements called for in Sections 3.1 Section 5.09 (aa)(A), (bB) and (cC) an instrument executed by (i) the chief executive officer or the financial controller Chief Financial Officer of the Company or (ii) the Chief Executive Officer of the Company in case that no Chief Financial Officer is appointed to the Company, and certifying that such financials were prepared in accordance with US GAAP IFRS (or IFRS, another internationally recognized accounting standard acceptable to the Investors and TCH), consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standardstandards). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;. (eG) such Any reports filed by the Company or any Group Company with any relevant securities exchange, regulatory authority or governmental agency. (H) Such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors is provided to any other Shareholder, or TCH or any assignee of the Investors TCH may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e5.09(a)(H) or any other Section of Section 5.09 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;. (fI) if If for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and. (gJ) notwithstanding Notwithstanding anything else in this Section 3.1 5.09 to the contrary, the Company may cease providing the information set forth in this Section 3.1 5.09 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The As long as the Investors own not less than one-third of the Preference A Shares it is purchasing under the Purchase Agreement (or an equivalent amount of Ordinary Shares issued upon conversion thereof), the Company shall deliver to the Investorseach Investor: (a) as soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company as of the end of such year, and (iii) an audited consolidated a statement of cash flows for such year; such year-end financial statements to be in reasonable detail, all on a consolidated basis, with breakdowns into different operating subsidiaries and associated and affiliated companies, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles (“U.S. GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing “Big-Four” accounting firm selected by the Company with and approved by the approval Investors of a majority of Preference A Shares of the Board of Directors, including Company (the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants“Annual Financials”); (b) as soon as practicable, but in any event within thirty twenty (3020) days after the end of each quarter of each financial year of the Companymonth, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated profit or loss statement, a statement of cash flows for such quarterfiscal month and an unaudited balance sheet as of the end of such fiscal month on a consolidated basis, with breakdowns into different operating subsidiaries and associated and affiliated companies comparing results to the annual plan and to the comparable period in the prior year; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial fiscal year, a proposed an annual budget and business and financial plan for the next financial year to be submitted to the Board for approval (collectivelyfiscal year, the “Budget”), in reasonable detail and broken down into different operating subsidiaries and associated and affiliated Companies prepared on a monthly basis includingbasis, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (d) with respect to the financial statements called for in Sections 3.1 subsections (a), ) and (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US U.S. GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by U.S. GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management adjustment, provided that the foregoing shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on not restrict the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs right of the Company as to change its accounting principles consistent with U.S. GAAP, if the Investors or any assignee Board of Directors determines that it is in the best interest of the Investors may from time Company to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;do so. (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the The financial statements delivered pursuant to the foregoing sections called for in subsections (a) and (b) of this Section 2.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else prepared in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveEnglish.

Delivery of Financial Statements. The Company Reliant Energy shall deliver to the InvestorsAgent for distribution to the Banks sufficient copies for each of the Banks of the following: (ai) as soon as practicable, but practicable and in any event within ninety (90) 120 days after the end of each financial fiscal year of the CompanyReliant Energy, (i) an audited annual a consolidated balance sheet of Reliant Energy and its Consolidated Subsidiaries as of the last day end of such year; (ii) an audited fiscal year and the related statements of consolidated income statement for such year; income, retained earnings and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance conformity with US GAAP or IFRSand, acceptable to the Investors and except as otherwise stated therein, consistently applied and in each case applied, setting forth in comparative form the figures for the previous year and audited and certified fiscal year, together with a report thereon by independent certified public accountants of internationally nationally recognized standing selected by the Company Reliant Energy (which requirement may be satisfied by delivering Reliant Energy's Annual Report on Form 10-K with respect to such fiscal year as filed with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsSEC); (bii) as soon as practicable, but practicable and in any event within thirty (30) 60 days after the end of each quarter of the first three quarters of each financial fiscal year of the CompanyReliant Energy, (i) an unaudited consolidated financial statements of Reliant Energy and its Consolidated Subsidiaries (without footnotes) consisting of at least consolidated balance sheet sheets as of at the last day close of such quarter; (ii) an unaudited quarter and consolidated income statement for such quarter; statements of income, retained earnings and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior quarter and for the period from the beginning of such fiscal year to the end close of each financial yearsuch quarter (which requirement may, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the consolidated financial statements, be satisfied by delivering Reliant Energy's Quarterly Report on Form 10-Q with respect to such fiscal quarter as filed with the SEC); such financial statements called shall be accompanied by a certificate of a Responsible Officer of Reliant Energy to the effect that such unaudited consolidated financial statements present fairly the consolidated financial condition and results of operations of Reliant Energy or of Reliant Energy and its Consolidated Subsidiaries (as the case may be) as of such date for the period then ending, and subject to the limitation that no (or limited) footnotes thereto have been prepared, have been prepared in Sections 3.1 conformity with GAAP and, except as otherwise stated therein, in a manner consistent with the financial statements referred to in paragraph (a), a)(i) above; (biii) with each set of statements to be delivered pursuant to clauses (i) and (cii) above, a certificate in a form satisfactory to the Agent, signed by a Responsible Officer of Reliant Energy confirming compliance with Section 8.4(b) and setting out in reasonable detail the calculations necessary to demonstrate such compliance as at the date of the most recent balance sheet included in such financial statements; and (iv) (A) within 10 days after the filing thereof, copies of all periodic reports (other than (x) reports on Form 11-K or any successor form and (y) Current Reports on Form 8-K that contain no information other than exhibits filed therewith and (z) reports on Form 10-Q or 10-K or any successor forms) under the Exchange Act (in each case other than exhibits thereto and documents incorporated by reference therein) filed by Reliant Energy with the SEC; (B) promptly, and in any event within seven (7) days after a Responsible Officer of Reliant Energy becomes aware of the occurrence thereof, written notice of the institution of any litigation, action, suit or other legal or governmental proceeding involving Reliant Energy or any of its Subsidiaries as to which there is a reasonable possibility of an instrument executed adverse decision that is likely to have a Material Adverse Effect or any final adverse determination in any litigation, action, suit or other legal or governmental proceeding involving Reliant Energy or any of its Subsidiaries that would have a Material Adverse Effect, or (z) the incurrence by Reliant Energy or any of its Significant Subsidiaries of a material liability or deficiency, or the existence of a reasonable possibility of incurring a material liability or deficiency, arising out of or in connection with (1) any Reportable Event with respect to any Plan, (2) the failure to make any required contribution to a Plan, (3) the creation of any Lien in favor of the PBGC or a Plan, (4) any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (5) the institution of proceedings or the taking of any other action by the chief executive officer PBGC or Reliant Energy or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the financial controller termination, Reorganization or Insolvency of, any Plan; provided, that, as used in this clause (z), any liability or deficiency shall be deemed not to be "material" so long as the sum of all liabilities and deficiencies -------- referred to in this clause (z) at any one time outstanding, individually and in the aggregate, is less than $50,000,000; (C) with each set of statements delivered pursuant to Section 8.2(a)(i) a certificate by a Responsible Officer of Reliant Energy identifying those Subsidiaries which, determined as of the Company and certifying that date of such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited financial statements, such statements may be subject to normal year-end audit adjustments are Significant Subsidiaries; and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (eD) such other information relating to the financial condition, Reliant Energy or its business, prospects or corporate affairs of the Company properties, condition and operations as the Investors Agent (or any assignee of Bank through the Investors Agent) may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith . Information required to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections Sections 8.2(a)(i), (ii), and (iv)(A) shall be deemed to have been delivered on the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and date on which Reliant Energy provides notice (gincluding notice by e-mail) notwithstanding anything else in this Section 3.1 to the contrary, Agent (which notice the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior Agent will convey promptly to the Company’s good faith estimate of Banks) that such information has been posted on the date of filing of, SEC website on the Internet at xxx.xxx/xxxxx/searches.htm or at another website identified in such notice and ending on a date one hundred eighty (180) days after accessible by the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filedBanks without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 8.2(a)(iii) and (ii) Reliant Energy shall deliver paper copies of such information to the Company is actively employing its reasonable best efforts Agent, and the Agent shall deliver paper copies of such information to cause any Bank that requests such registration statement to become effectivedelivery.

Delivery of Financial Statements. The Company Borrower shall deliver keep adequate books and records of account with respect to its financial condition and the Investors:operation of the Property using the Approved Accounting Method, and shall furnish the following to Lender within the time periods specified (unless any of such items are waived or any of such time periods are extended by Lender), each prepared in such detail as reasonably required by Lender and certified by a Responsible Officer to be true, complete and correct in all material respects: Loan Agreement Loan Number 201916813 #63074348_v17 (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicableavailable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Companycalendar quarter, (iA) an unaudited consolidated balance sheet a rent roll for the Property (but only if the Property is occupied); (B) intentionally deleted; (C) a pre-leasing and leasing status report for the Property (in the event that such reports are being provided by a party other than the Borrower, then no Responsible Officer shall be required to certify as to the truth, completeness, correctness or accuracy of such reports), (D) a Reconciliation Statement for the Property detailing, among other things, the Operating Income received, the Operating Expenses incurred and the Interest paid, as of the last day end of such calendar quarter; , as compared to the Approved Annual Budget, (iiE) an unaudited consolidated income statement for such quartera Borrower Compliance Certificate; and (iiiF) an unaudited consolidated statement of cash flows for such quarterSRT Guarantor Compliance Certificate; (cii) as soon as practicableavailable, but in any event forty-five within ninety (4590) days after the close of each Fiscal Year, (A) an annual operating statement for the Property presented on an annual and/or twelve (12) month basis consistent with the monthly operating statements described above, certified by Borrower to be complete and accurate in all material respects; (B) an annual balance sheet and profit and loss statement for Borrower, certified by Borrower to be complete and accurate in all material respects; and (C) a statement of change of financial position of Borrower, setting forth in comparative form the figures for the previous Fiscal Year; (iii) on or before the Closing Date, and thereafter as soon as available, but in any event at least thirty (30) days prior to the end close of each financial yearFiscal Year, a proposed an annual operating budget, capital expenditures budget and business plan forecast for the next financial year to be submitted to Property for the Board for approval (collectively, the “Budget”), prepared up-coming Fiscal Year presented on a monthly basis including, revenues, expenses, cash position, balance sheets (consistent with the information required in the monthly operating statements described above and sources which shall also contain detailed information for the anticipated Operating Expenses and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) Capital Expenditures for such months andup-coming Fiscal Year), which budgets shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed (the annual operating budget, including revisions thereto, once each so approved by Lender, as soon aforesaid, the “Approved Annual Budget,” and the capital expenditures budget, including periodic revisions that may be made thereto, once so approved by Lender, as preparedaforesaid, any other budgets or revised budgets prepared by the Company“Approved Capital Expenditures Budget”). The Approved Annual Budget for 2019 (showing anticipated Operating Expenses for the Property) is attached hereto as Schedule 3 and the Approved Capital Expenditures Budget (showing anticipated Capital Expenditures as of the Closing Date for the Property) is attached hereto as Schedule 4; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (eiv) such other financial information relating regarding Borrower or the Property or property management or leasing information (including, without limitation, copies of Borrowers’ state and federal tax returns, information on tenants under Leases to the financial conditionextent such information is available to Borrower, business, prospects or corporate affairs and an accounting of the Company security deposits) as the Investors or any assignee of the Investors may reasonably be required by Lender from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivetime.

Delivery of Financial Statements. The Company Group Companies shall deliver to each Information Rights Holder the Investorsfollowing documents or reports: (a) within ninety (90) days after the end of each financial year of Jifen, a consolidated income statement and statement of cash flows for Jifen for such financial year and a consolidated balance sheet for Jifen as soon as practicableof the end of the financial year, but prepared in any event accordance with the applicable Accounting Standards consistently applied throughout the period and audited and certified by the Auditor, and a management report including a comparison of the financial results of such financial year with the corresponding annual budget, all prepared in Chinese and in accordance with the Accounting Standards applicable in PRC consistently applied throughout the period; and within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited a consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for the Company for such financial year and a consolidated balance sheet for the Company as of the end of the financial year; such year-end financial statements to be in reasonable detail, all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and applicable Accounting Standards consistently applied and in each case setting forth in comparative form figures for throughout the previous year period and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsAuditor; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to of the end of each of the first three fiscal quarters, an unaudited consolidated income statement and statement of cash flows for such quarter and an unaudited consolidated balance sheet for each of the Company and Jifen as of the end of such quarter, and a comparison of the financial results of such quarter with the corresponding quarterly budget, all prepared in accordance with the applicable Accounting Standards consistently applied throughout the period (except for customary year, a proposed budget -end adjustments and business plan except for the next financial year to be submitted to the Board for approval (collectively, the “Budget”absence of notes), prepared on a monthly basis includingand certified by the chief executive officer or chief financial officer of the Company; (c) within thirty (30) days of the end of each month, revenues, expenses, an unaudited consolidated income statement and statement of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months andmonth and an unaudited consolidated balance sheet for each of the Company and Jifen as of the end of such month, as soon as preparedall prepared in accordance with the applicable Accounting Standards consistently applied throughout the period (except for customary year-end adjustments and except for the absence of notes), any other budgets and certified by the chief executive officer or revised budgets prepared by chief financial officer of the Company; (d) with respect an annual budget and business plan no later than thirty (30) days prior to the beginning of each financial year, setting forth: the projected income statements called for in Sections 3.1 (a)each quarter during such financial year of each Group Company; projected detailed budgets for each such quarter; any dividend or distribution projected to be declared or paid; the projected incurrence, (b) assumption or refinancing of indebtedness; and (c) an instrument executed by all other material matters relating to the chief executive officer or the financial controller operation, development and business of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other handGroup Companies; (e) such other information relating to the financial condition, business, prospects or corporate affairs updated capitalization of the Company as within thirty (30) days of any change to the Investors or any assignee capitalization of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counselCompany; (f) if for copies of all documents or other information sent to any period other Shareholders and any reports publicly filed by the Company shall have with any Subsidiary whose accounts relevant securities exchange or Governmental Authority, no later than five (5) days after such documents or information are consolidated with those of filed by the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and; (g) notwithstanding anything else in this Section 3.1 to the contraryas soon as practicable, the Company may cease providing the any other information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause reasonably requested by any such registration statement to become effectiveInformation Rights Holder.

Delivery of Financial Statements. The Company NEWCO shall deliver to the Investorseach -------------------------------- Stockholder: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the CompanyNEWCO, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of NEWCO and (iii) an audited consolidated a statement of stockholder's equity as of such year-end, and a statement of cash flows for such year; , including notes thereto, such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSBrazilian generally accepted accounting principles on the basis of the constant currency methodology required by the Brazilian Securities Commission-CVM for public- held companies (the "Accounting Principles"), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally international recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsNEWCO; (b) as soon as practicable, but in any event within thirty fifteen (3015) days after of the end of each quarter of each financial year of the Companymonth, (i) an unaudited consolidated income statement, a balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated a statement of cash flows for and as of the end of such quartermonth, in reasonably detail; (c) as soon as practicable, but in any event forty-five within fifteen (4515) days prior to of the end of each financial yearcalendar quarter, a proposed budget and business plan for quarterly operations report summarizing activities during the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companypreceding quarter; (d) with respect to the financial statements called for in Sections 3.1 (a), subsection (b) and (c) of this Section 6.4, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and NEWCO certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to Brazilian generally accepted accounting principles on the Investors and basis of the constant currency methodology required by the Brazilian Securities Commission-CVM for public-held companies consistently applied with prior practice for earlier periods (with and fairly present the exceptionfinancial condition of NEWCO and its results of operation for the period specified, for unaudited statements, such statements may be subject to normal quarterly review and year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;adjustment; and (e) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company NEWCO as the Investors or any assignee of the Investors Stockholders may from time to time reasonably request, provided, however, that the Company NEWCO shall not be obligated under this subsection (e) or any other subsection of Section 3.1(e) 6.4 to (i) provide information which the Company reasonably it deems in good faith to be a trade secret or similar confidential information which it deems in good faith to be a trade secret or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information similar confidential information. The covenant set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior 6.4 shall terminate and be of no further force or effect if IWC and RBS shall no longer control NEWCO due to the Company’s good faith estimate legitimate sale of the date Common Stock of filing ofNEWCO to third parties, and ending on a date one hundred eighty (180) days after the effective date without prejudice of the registration effecting the IPO, to the extent required each Stockholder rights under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveBrazilian legislation.

Delivery of Financial Statements. The Company shall deliver to each Holder (or transferee of a Holder) that holds at least 100,000 shares (as adjusted for stock splits, dividends, combinations and the Investors:like with respect to such shares) of Preferred Stock or Registrable Securities (each a “Major Investor”): (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited generally accepted accounting principles (“GAAP”) and certified by independent public accountants of internationally recognized national standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), subsection (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments adjustment; and (d) annually (and exclude all footnotes required in any event no later than ten (10) days after adoption by applicable accounting standard). Management the Board of Directors of the Company) the operating plan of the Company, in the form approved by the Board of Directors, which operating plan shall also provide an analysis include at least a projection of results, highlighting notable events income and a thorough explanation of any material differences between actual figures, on the one hand and figures projected cash flow statement for the prior each fiscal quarter in such fiscal year and figures presented a projected balance sheet as of the end of each fiscal quarter in such fiscal year. Any material changes in such operating plan shall be delivered to each Major Investor as promptly as practicable after such changes have been approved by the Budget on the other hand;Board of Directors. (e) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1(e) 2.1 to (i) provide information which the Company reasonably that it deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Upon the request of an Investor, the Company shall deliver to such Investor (other than an Investor reasonably deemed by the Investors:Board of Directors of the Company to be a competitor of the Company provided that for purposes of this Agreement and the other Transaction Agreements RS Empowerment, Inc. and/or its Affiliates (collectively, “Rakuten”) shall not be deemed to be a competitor of the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of shareholder’s equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, all on a consolidated basis, with breakdowns into different operating subsidiaries and associated and affiliated companies, prepared in accordance with US GAAP United States generally accepted accounting principles (“U.S. GAAP”) or IFRSsuch other international accounting principles as may be approved by at least a majority of the Board of Directors of the Company (which majority must include (i) the director appointed by the Preference A Majority (the “Series A Director”), acceptable to (ii) the Investors director appointed by the Preference B Majority (the “Series B Director”) and consistently applied (iii) the director appointed by the holders of at least fifty-one percent (51%) of outstanding Preference C Shares (the “Series C Director”) and in each case setting forth in comparative form figures for (iv) the previous year director appointed by the Preference D Majority (the “Series D Director”)), and audited and certified by a “Big-Four Accounting Firm” (which means any of KPMG, PricewaterhouseCoopers (PwC), Deloitte Touche Tohmatsu (Deloitte), and Ernst & Young (EY)) or another independent public accountants accounting firm of internationally recognized national standing selected by the Company with the approval at least a majority of the Board of Directors, including Directors of the affirmative consent of at least one Company (1) AIL Director, one (1) Matrix which majority must include the Series D Director, the Sequoia Director and the Yunfeng Series C Director, and accompanied by a report and opinion thereon by such independent public accountantsthe Series B Director or the Series A Director); (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial year of the Companyfiscal quarter, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated profit or loss statement, a statement of cash flows for such quarterfiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter on a consolidated basis, with breakdowns into different operating subsidiaries and associated and affiliated companies comparing results to the annual plan and to the comparable period in the prior year; (c) as soon as practicable, but in any event fortywithin twenty-five one (4521) days after the end of each month, a capitalization report (including the type and amount of securities by each shareholders of the Company) as of the end of such month, an unaudited profit or loss statement, a statement of cash flows for such fiscal month and an unaudited balance sheet as of the end of such fiscal month on a consolidated basis, with breakdowns into different operating subsidiaries and associated and affiliated companies comparing results to the annual plan and to the comparable period in the prior year; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each financial fiscal year, a proposed an annual budget and business and financial plan for the next financial year to be submitted to the Board for approval (collectivelyfiscal year, the “Budget”), in reasonable detail and broken down into different operating subsidiaries and associated and affiliated companies prepared on a monthly basis includingbasis, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (de) with respect to the financial statements called for in Sections 3.1 (a), subsection (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller Chief Executive Officer of the Company and certifying that such financials financial statements were prepared in accordance with US U.S. GAAP (or IFRSsuch other international accounting principles as may be approved by at least a majority of the Board of Directors of the Company (which majority must include the Series A Director, acceptable to the Investors Series B Director, the Series C Director and the Series D Director)) consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by U.S. GAAP (or such other international accounting principles as may be approved by at least a majority of the Board of Directors of the Company (which majority must include the Series A Director, the Series B Director, the Series C Director and the Series D Director))) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management adjustment, provided that the foregoing shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on not restrict the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs right of the Company to change its accounting principles consistent with U.S. GAAP (or such other international accounting principles as the Investors or any assignee may be approved by at least a majority of the Investors Board of Directors of the Company (which majority must include the Series A Director, the Series B Director, the Series C Director and the Series D Director)), if the Board of Directors of the Company determines that it is in the best interest of the Company to do so. (f) An Investor may from time to time reasonably requesttime, provided, however, that the Company shall not be obligated under this Section 3.1(e) subject to (i) provide information which the Company reasonably deems in good faith reasonable notice to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements request organization chart of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, other information from the Company may cease providing the and such information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to shall not be unreasonably withheld, or delayed by the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The So long as the Investors continue to hold any Preferred Shares or Conversion Shares, the Company shall, and the chief financial officer or financial controller of the Company shall cause the Company to deliver to the Investors: (a) with respect to the financial year of 2019, as soon as practicable, but in any event within ninety (90) days after the end of each such financial year of the Company, annual management and financial report, including but not limited to (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US PRC GAAP or IFRS, acceptable to other accounting principles as approved by the Investors and Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval an accounting firm that is one of the Board of Directors, including the affirmative consent of at least one “big four accounting firms” (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants四大会计师事务所); (b) with respect to the financial years following the financial year of 2019, as soon as practicable, but in any event within seventy-five (75) days after the end of such financial years of the Company, annual management and financial report, including but not limited to (i) an audited consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with PRC GAAP or other accounting principles as approved by the Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an accounting firm that is one of the “big four accounting firms” (四大会计师事务所); (c) as soon as practicable, but in any event within thirty twenty (3020) days after the end of each quarter of each quarter, quarterly management and financial year of the Companyreport, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such quarter; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such quarter; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company and its Subsidiaries for such quarter; (cd) as soon as practicable, but in any event forty-five within fifteen (4515) days after the end of each month, monthly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such month; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such month; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company and its Subsidiaries for such month; (e) no later than thirty (30) days prior to the end of each financial year, a detailed proposed budget and business plan Annual Plan for the next financial year to be submitted to the Board for approval (collectively, including the “Budget”approval of Majority Investor Directors), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowingsborrowings and reserved xxxxx cash) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (df) with respect to the financial statements called for referred to in Sections 3.1 (a3.1(a), (b), (c) and (c) d), if requested by the Investors, an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US PRC GAAP or IFRSother accounting principles as approved by the Board (including the consent of Majority Investor Directors), acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management The management of the Company shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget Annual Plan on the other hand, if requested by the Investors; (eg) such other information relating (A) provided to the financial conditionany other Shareholder, business, prospects or corporate affairs of the Company (B) as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (fh) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (gi) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of of, the registration effecting the IPO, in the event and to the extent required under the applicable rules Law of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. Until the consummation of the IPO, the Company shall deliver the following information: 3.1.1. The Company shall deliver to each Preferred Holder holding at least two percent (2%) of the Investors:then-outstanding securities of the Company on a fully diluted basis (as adjusted for subsequent stock splits, stock dividends, recapitalizations and the like) (“Eligible Holder”), within 90 (ninety) days of the end of each fiscal year of the Company, financial statements of the Company for such year including a consolidated balance sheet of the Company as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar-denominated, prepared in accordance with GAAP audited by a firm of Independent Certified Public Accountants in the State of Israel who are affiliated with one of the “big four” U.S. accounting firms (“Independent Accounting Firm”), accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date; 3.1.2. The Company shall deliver to each Eligible Holder, within 60 (a) as soon as practicable, but in any event within ninety (90sixty) days after the end of each financial year fiscal quarter of the Company, (i) an audited annual consolidated balance sheet unaudited but reviewed financial statements of the Company as of the last day end of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailquarter, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) containing an unaudited consolidated balance sheet as of the last day Company as at the end of each such quarter; period and unaudited consolidated statements of (i) income and (ii) an unaudited consolidated income statement cash flow of the Company for such quarter; period and, in the case of the first, second and (iii) an unaudited consolidated statement third quarterly periods, for the period from the beginning of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar-denominated and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company (the “CFO”), that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and fairly present the financial position of the Company as of their date subject to footnotes in accordance with customary format and changes resulting from year-end audit adjustments, all reviewed by an Independent Accounting Firm. Notwithstanding the aforesaid, the Company may be exempted from the requirement to have the above mentioned financial statements reviewed, if so approved in writing by the Majority Preferred. 3.1.3. The Company shall deliver to each Eligible Holder, within 15 (fifteen) days of the end of each month, a report in a form agreed from time to time by the Board, which report shall include a business update and overview and an unaudited consolidated balance sheet of the Company and unaudited estimated consolidated statements of income and statements of cash flow (including, opening cash, income, expenses and closing cash) as at the end of such month, representing the actual results against the annual operating plan and budget. 3.1.4. The Company shall deliver to the Board, for its approval, at least 30 (thirty) days before the end of each fiscal year, a proposed budget and business operating plan for the next financial year to be submitted to the Board fiscal year, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for approval such months and (collectively, the “Budget”), prepared on a monthly basis includingand also, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to . Board members may share information regarding the financial statements called for in Sections 3.1 (a), (b) Company’s operating plans and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (budgets with the exception, for unaudited statements, such statements may be subject shareholders who appointed them. 3.1.5. The Company shall deliver to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) each Eligible Holder such other information relating as may be reasonably requested by any such Eligible Holder, including, but not limited to, all information that was made available to the financial conditionany other shareholder (in its capacity as a shareholder), business, prospects and any court decisions or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior orders addressed to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company ADDITIONAL INFORMATION, INSPECTION. Borrower covenants that, so long as any Obligation remains outstanding or Lender shall have any Commitment hereunder, Borrower shall perform and comply and shall cause each Subsidiary, or Restricted Subsidiary, as the case may be, to perform and comply with each of the following provisions for the benefit of Lender and deliver to Lender, in duplicate, the Investors:following information within the referenced time frames. (a) as soon as practicable, but and in any event within ninety (90) 45 days after the end of each financial quarterly period (other than the last quarterly period) in each fiscal year of the CompanyBorrower, (i) an audited annual the consolidated statements of operations, cash flows and shareholders' equity of the Borrower and its Subsidiaries and of the Borrower and its Restricted Subsidiaries for such period and for that part of the fiscal year ended with such quarterly period and the consolidated balance sheet of the Borrower and its Subsidiaries and of the Borrower and its Restricted Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding figures as of the last day end of such and for the corresponding quarterly period of the preceding fiscal year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be , all in reasonable detail, prepared in accordance conformity with US GAAP generally accepted accounting principles applied on a basis consistent with that of previous years (except as otherwise stated therein or IFRS, acceptable to in the Investors notes thereto and consistently applied and in each case setting forth in comparative form figures for the previous year and audited except that footnotes shall not be required) and certified by independent public accountants of internationally recognized standing selected by the Company with the approval chief financial officer of the Board Borrower as presenting fairly the financial condition and results of Directorsoperations of the Borrower and its Subsidiaries and of the Borrower and its Restricted Subsidiaries as at the end of and for the fiscal periods to which they relate, including subject to the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsBorrower's year-end adjustments; (b) as soon as practicable, but and in any event within thirty (30) 90 days after the end of each quarter of each financial year of fiscal year, the Company, (i) an unaudited consolidated balance sheet as and related consolidated statements of operations, cash flows and shareholders' equity of the last day Borrower and its Subsidiaries and of such quarter; (ii) an unaudited consolidated income statement for such quarter; the Borrower and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) its Restricted Subsidiaries as soon as practicable, but in any event forty-five (45) days prior to at the end of each financial and for such year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set setting forth in this Section 3.1 during each case in comparative form the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate corresponding figures of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.the

Delivery of Financial Statements. (a) The Company shall shall, upon request, deliver to the Investors:each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Series A Preferred Stock, 275,000 shares of Series B Preferred Stock or 687,720 shares of Series B-1 Preferred Stock (each appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”): (ai) as soon as practicable, but in any event within (A) ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated unaudited income statement for such fiscal year; , an unaudited balance sheet of the Company and (iii) an audited consolidated statement of stockholders’ ​ ​ equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles in the United States (“GAAP”) (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP), acceptable together with comparison of such financial statements to a Board-approved budget, and (B) one hundred and eighty (180) days after the Investors end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and consistently applied statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year (such year-end financial reports to be in each case setting forth reasonable detail, prepared in comparative form figures for the previous year accordance with GAAP, and audited and certified by independent public accountants of internationally recognized standing selected by the Board), together with comparison of such financial statements to a Board-approved budget; provided, however, if the Company with becomes a “significant subsidiary” of a Major Investor under Rule 3-09 of SEC Regulation S-X, such audited financial statements shall be provided within ninety (90) days after the approval end of each fiscal year of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng DirectorCompany, and accompanied by a report and opinion thereon by such independent public accountantsaudited under U.S. Generally Accepted Accounting Standards; (bii) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP), together with comparison of such financial statements to a Board-approved budget; (ciii) within ten (10) business days of the end of each month, a report of earnings for such month on a pre-tax and an after-tax basis; provided however, that if profit or loss exceeds $3,000,000 for a single month within two quarters, the Company will work with each Major Investor to provide sufficient information to satisfy such Major Investor’s financial reporting requirements, if any; (iv) as soon as practicable, but in any event forty-five (45) days prior to the end by June 1 of each financial fiscal year and updated by November 1 of each fiscal year, a proposed budget and business plan for the next financial five fiscal years, with the first year to be submitted to of the Board for approval (collectivelyplan by quarters, the “Budget”)including balance sheets, prepared on a monthly basis including, revenues, expenses, income statements and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flows for such months periods and, as soon as prepared, any other budgets business plans or revised budgets business plans prepared by the Company; (dv) with respect to as soon as practicable, but in any event within 70 days after the financial statements called for in Sections 3.1 end of each of the first three (a)3) quarters of each fiscal year, (b) and (c) an instrument executed by within 30 days after the chief executive officer or end of each fiscal year of the financial controller Company, a capitalization table showing the fully-diluted capitalization of the Company and certifying that each holder of securities of the Company; as soon as practicable, but in any event within 30 days after the end of each fiscal year, a list of all off-balance sheet arrangements, as such financials were prepared arrangements are defined in accordance with US GAAP or IFRSItem 303 of Regulation S-K promulgated under the Securities Act of 1933, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other handas amended; (evi) as soon as practicable, but in any event within 12 months after the end of each fiscal year, the Company shall provide Baidu a copy of the Company’s annual tax filings; and ​ (vii) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this subsection (vi) or any other subsection of Section 3.1(e) 3.1 to (i) provide information which that could, upon the Company reasonably deems in good faith to be a trade secret or similar confidential information or advice of the Company’s outside corporate counsel, (iiA) would adversely affect the attorney-attorney client privilege between the Company and its counsel;, (B) breach an obligation of confidentiality owed by the Company to a third party, or (C) result in the disclosure of Company trade secrets. (fb) if If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; andsubsidiaries. (gc) notwithstanding Notwithstanding anything else in this Section 3.1 to the contrary, (i) the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall remain effective if a Major Investor is required to include such financial information in its SEC filings in order to comply with SEC rules and regulations and, in any other case, otherwise be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective; and (ii) the delivery of financial information in this Section 3.1 shall be adjusted, as necessary, in each case, to permit any Major Investor to comply with any applicable laws, SEC rules and regulations, listing requirements of a securities exchange and any accounting rules (including GAAP).

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor, provided that such Major Investor is not a Competitor: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the Company, Company (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of stockholders’ equity as of the end of such year-end , all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) unaudited statements of income and cash flows for such fiscal quarter, and an unaudited consolidated balance sheet as of the last day end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end adjustments; and (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarternot contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event forty-five thirty (4530) days prior to before the end of each financial fiscal year, a proposed budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as the Investors or any assignee of the Investors Major Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e) Subsection 3.1 to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information or (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); (ii) that could reasonably be expected to result in a conflict of interest, or (iii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date that is sixty (60) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Until such time as the Maximum Earn Out Payment is paid to the Seller, the Buyer shall deliver the following to the InvestorsSeller: (a) if the Buyer has not previously filed the financial statements set forth below with the Securities and Exchange Commission(the “SEC”): (i) as soon as practicable, but in any event within ninety (90) 120 days after the end of each financial fiscal year of the Company, Buyer (ior 135 days if the Buyer files for an extension with the SEC of the filing of its Annual Report on Form 10-K) an audited annual consolidated a balance sheet as of the last day end of such year; (ii) an audited consolidated , statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; year and a statement of stockholders’ equity as of the end of such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRSGAAP, acceptable setting forth, in each case, comparisons to the Investors and consistently applied and corresponding period in each case setting forth in comparative form figures for the previous year and preceding fiscal year, all such financial statements audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsBuyer; (bii) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, Buyer (i) or 50 days if the Buyer files for an unaudited consolidated balance sheet as extension with the SEC of the last day filing of such quarter; (ii) an its Quarterly Report on Form 10-Q), unaudited consolidated statements of income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (db) with respect to the financial statements called for in Sections 3.1 (aSection 7.7(a), (b) and (c) an instrument executed by the chief financial officer and chief executive officer or the financial controller of the Company and Buyer certifying that such financials financial statements were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company except as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information otherwise set forth in this Section 3.1 during 7.7(a)(ii) and fairly present the period starting financial condition of the Buyer and its results of operation for the periods specified therein. (c) within two Business Days of the end of each of Seller’s quarterly accounting periods, Buyer will provide Seller with the date that is sixty (60) days prior to the Company’s a good faith estimate of the date amount of filing ofany Earnout Payment that has been earned during such quarter. At the beginning of each year, and ending Seller shall provide Buyer with the dates on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveSeller’s quarterly accounting periods end.

Delivery of Financial Statements. The From and after the date hereof, the Company shall deliver to the InvestorsQualified Holder, if any: (a) as soon as practicableavailable, but in any event within ninety (90) 90 days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day Company and its consolidated Subsidiaries as at the end of such fiscal year; , and the related consolidated statements of income or operations, stockholders’ equity, comprehensive income (iiloss) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such fiscal year; such year-end financial statements to be , all in reasonable detail, detail and prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable such consolidated statements to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and be audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such of an independent registered public accountantsaccounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with the standards of the Public Company Accounting Oversight Board or its successor; (b) as soon as practicableavailable, but in any event within thirty (30) 45 days after the end of each quarter of the first three fiscal quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day Company and its consolidated Subsidiaries as at the end of such fiscal quarter; (ii) an , and the related unaudited consolidated statements of income statement or operations for such quarter; fiscal quarter and (iii) an unaudited consolidated statement for the portion of the Company’s fiscal year then ended and cash flows for such quarter;the portion of the Company’s fiscal year then ended; and (c) as soon as practicableavailable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those management operating reports of the Company, then in respect of such period the financial statements delivered pursuant manner and form customarily provided to the foregoing sections shall be the consolidated and consolidating financial statements Board of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 Directors or, if not provided to the contraryBoard of Directors, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior such manner and form customarily provided to the Company’s good faith estimate of the date of filing ofsenior management, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration any event including an unaudited operations statement (or similar application income statement) and statement of cash flows for listing such month, and a balance sheet for and as of the Ordinary Shares) is end of such month, in reasonable detail. Documents required to be filed; provided that delivered pursuant to Sections 3.1(a) or (b) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company is actively employing its reasonable best efforts to cause posts such registration statement to become effectivedocuments or provides a link thereto on the Company’s website on the Internet.

Delivery of Financial Statements. The Company For so long as it is the Master Servicer or a Servicer, Ingrxx Xxxro Inc. shall deliver furnish to the InvestorsCompany, the Trustee, any Insurer, each Agent and the Rating Agencies: (a) as soon as practicablepromptly after filing, but copies of each Form 10-K, Form 10-Q and Form 8K (or any respective successor forms) filed with the Securities and Exchange Commission (or any successor authority) or any national securities exchange (including, in each case, any event exhibits thereto if requested); (b) to the extent not disclosed in such Forms 10-K, Forms 10-Q and Forms 8-K for the applicable period, copies of the following financial statements, reports, notices and information: (i) within ninety (90) 120 days after the end of each financial fiscal year of the CompanyIngrxx Micro Inc., (i) an audited annual Ingrxx Xxxro Inc.'s consolidated balance sheet and related statements of income, stockholders' equity and cash flows showing the consolidated financial condition of Ingrxx Xxxro Inc. and its consolidated subsidiaries as of the last day close of such year; fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailshowing, prepared in accordance with US GAAP or IFRSon a comparative basis, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and year), all audited and certified by Price Waterhouse or other independent public accountants of internationally recognized national standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by an opinion of such accountants (which shall not be qualified in any material respect except that qualifications relating to (i) preacquisition balance sheet accounts of Persons acquired by Ingrxx Micro Inc. or any of its Subsidiaries and (ii) statements in reliance on another accounting firm shall be permitted) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Ingrxx Micro Inc. and its consolidated subsidiaries on a report and opinion thereon by such independent public accountantsconsolidated basis in accordance with GAAP consistently applied; (bii) as soon as practicable, but in any event within thirty (30) 60 days after the end of each quarter of the first three fiscal quarters of each financial fiscal year of the CompanyIngrxx Xxxro Inc., (i) an Ingrxx Xxxro Inc.'s unaudited consolidated balance sheet and related statements of income, stockholders' equity and cash flows showing the consolidated financial condition of Ingrxx Xxxro Inc. and its consolidated subsidiaries as of the last day close of such quarter; fiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year (iiand showing, on a comparative basis, such information as of and for the corresponding dates and periods of the preceding fiscal year), all certified by a Responsible Officer of Ingrxx Xxxro Inc. as fairly presenting in all material respects the consolidated financial condition and results of operations of Ingrxx Xxxro Inc. and its consolidated subsidiaries on a consolidated basis in accordance with GAAP (except for the absence of footnote disclosure) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarterconsistently applied, subject to year-end audit adjustments; (c) as soon as practicable, but in concurrently with any event forty-five delivery of financial statements under subsection (45b)(i) days prior to the end of each financial yearabove, a proposed budget and business plan for certificate of the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for Responsible Officer certifying such months and, as soon as prepared, any other budgets or revised budgets prepared by the Companystatements; (d) with respect promptly after the filing thereof copies of any registration statement (other than the exhibits thereto and excluding any registration statements on Form S-8 and any other registration statement relating exclusively to the financial statements called for in Sections 3.1 (a)stock, (bbonus, option, 401(k) and (c) an instrument executed by the chief executive officer other similar plans for officers, directors and employees of Ingrxx Xxxro Inc., Ingrxx Xxxustries Inc., Ingrxx Xxxertainment Inc. or the financial controller any of the Company and certifying that such financials were prepared in accordance with US GAAP their respective Subsidiaries or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standardAffiliates). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;; and (e) promptly, from time to time, such other information relating to regarding the operations, business affairs and financial conditioncondition of Ingrxx Xxxro Inc., businessany Significant Subsidiary, prospects or corporate affairs compliance with the terms of the Company any Transaction Document, in each case as the Investors Trustee, any Agent or any assignee of the Investors Holder may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) -------------------------------- each holder of Preferred B Shares and each holder of Series A Convertible Preferred Shares (the "Preferred A Shares") and (b) each holder of Ordinary Shares for so long as such holder owns more than 5% of the outstanding share capital in the Company on a fully diluted basis (in each case in this Section 1 an "Entitled Shareholder"): 1.1.1. As soon as practicable, but in any event within ninety fifty (9050) days after the end of each financial fiscal year of the Company, audited consolidated financial statements of the Company and of the Company's subsidiary - StoreAge Networking Technologies, Inc. (i) an audited annual consolidated the "Subsidiary"), including the balance sheet as of the last day end of such year; (ii) an audited consolidated year and statements of income statement and cash flow of the Company for such year; and (iii) an audited consolidated statement of cash flows , setting forth in each case in comparative form the figures for such the previous fiscal year; such year-end financial statements to be , all in reasonable detail, United States dollar denominated, prepared in accordance with US generally accepted accounting principles ("GAAP"), audited by a firm of Independent Certified Public Accountants who are members of the Israeli Institute of Certified Public Accountants and are affiliated with one of the "Big Five" accounting firms (an "Israeli CPA"), accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP or IFRSconsistently applied, acceptable to and present fairly and accurately the Investors financial position of the Company as of their date, and consistently applied that the audit by such accountants in connection with such financial statements has been made in accordance with US generally accepted auditing standards, and in each case setting forth in comparative a form figures suitable for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company such Entitled Shareholder to conform with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by reporting requirements which apply to a report and opinion thereon by such independent public accountants;publicly traded company; and (b) as 1.1.2. As soon as practicable, but in any event within thirty forty five (3045) days after the end of the first, second and third quarter in each quarter of each year, the unaudited, but reviewed, consolidated financial year statements of the CompanyCompany and of the Subsidiary, (i) an unaudited consolidated including the balance sheet as at the end of each such period and unaudited statements of income and cash flow of the last day of such quarter; (ii) an unaudited consolidated income statement Company for such quarter; period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar-denominated, certified, by the chief financial officer of the Company (the "CFO"), reviewed by an Israeli CPA and (iii) an unaudited consolidated statement of cash flows in a form suitable for such quarter;Entitled Shareholder to conform with the reporting requirements which apply to a publicly traded company. The CFO's certificate shall state that such financial statements were prepared in accordance with GAAP consistently applied. (c) as 1.1.3. As soon as practicable, but in any event forty-within fifteen (15) days after the end of each calendar month, the Company shall deliver to the Entitled Shareholders monthly management reports containing information of the business of the Company for such month in the form acceptable to the Company and the Purchasers and any such other reports as shall from time to time be directed by the Board of Directors. 1.1.4. At least forty five (45) days prior to the end first day of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall prepare and present to the Entitled Shareholders detailed financial and operational projections for the year and a financial summary projection, broken down into yearly and quarterly financial forecasts and other such projections as directed by the Purchasers. 1.1.5. Any other information as may be reasonably requested by the Entitled Shareholders, including, inter alia, information required for the purpose of preparing or filing a prospectus and/or any other filing pursuant to the securities authorities and/or any other information required under any law. It is agreed that in such events the Entitled Shareholder may be entitled to transfer that information, if necessary for the purposes mentioned above, to any of its affiliates or subsidiaries, provided that the Entitled Shareholder shall reimburse the Company for any and all expenditure which is borne by the Company in connection with obtaining or providing such information, if information of that kind in not be obligated obtained by the Company in the ordinary course of business. 1.1.6. All of the information provided under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to 1.1 shall be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant presented to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else Purchasers in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveEnglish.

Delivery of Financial Statements. The Company shall deliver to each of the InvestorsPreferred Holders: (a) as 1.1.1 As soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet of the Company as of the last day end of such year; (ii) an audited , and consolidated statements of income statement and statements of cash flow of the Company for such year; and (iii) an audited consolidated statement of cash flows , setting forth in each case in comparative form the figures for such the previous fiscal year; such year-end financial statements to be , all in reasonable detail, United States dollar-denominated, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants a “Big 4” firm of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng DirectorIndependent Certified Public Accountants, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a report basis consistent with that of the preceding fiscal year, and opinion thereon present fairly and accurately the financial position of the Company as of their date, and that the audit by such independent public accountantsaccountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; 1.1.2 As soon as practicable, but in any event within forty-five (b45) days after the end of each quarter of each fiscal year, an unaudited but reviewed consolidated balance sheet of the Company as at the end of each such period and unaudited but reviewed consolidated statements of (i) income and (ii) cash flow of the Company for such period and for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar-denominated and certified by the chief financial officer (or if none, by the chief executive officer) of the Company, that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the financial position of the Company as of their date subject to (x) there being no footnotes contained therein and (y) changes resulting from customary year-end audit adjustments, and all reviewed by a “Big 4” firm of Independent Certified Public Accountants; 1.1.3 As soon as practicable, but in any event within forty-five (45) days after the end of each calendar quarter, information on key metrics of the Company, as described more fully and in the form set forth on Exhibit 1.1.3 attached hereto; 1.1.4 As soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year month, a report containing a summary of the Company, (i) an unaudited consolidated balance sheet as financial and business status of the last day Company in a form determined by the Company’s Board of such quarter; Directors (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarterthe “Board”); (c) as 1.1.5 As soon as practicable, but in any event fortywithin thirty (30) days after the end of each calendar year, a detailed capitalization table, on a fully-five diluted basis, setting forth all authorized and all issued and outstanding capital stock of the Company, showing all legally and beneficially owned securities on a stockholder by stockholder basis, together with any details of any unissued, unexercised or unvested options or warrants, and detailing any share transfers since the delivery of the previous share capitalization table, if any; and 1.1.6 The Annual Plan (45as defined below), at least thirty (30) days prior to the end beginning of each financial year, a proposed budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for covered by such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveAnnual Plan.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Major Investor: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each financial fiscal year of the Company, Company (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of shareholders’ equity as of the end of such year-end , all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants;Company; and (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as a statement showing the number of the last day shares of such quarter; (ii) an unaudited consolidated income statement each class and series of shares and securities convertible into or exercisable for such quarter; and (iii) an unaudited consolidated statement shares of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to capital stock outstanding at the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectivelyperiod, the “Budget”)Common Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Shares and the exchange ratio or exercise price applicable thereto, prepared on a monthly basis includingand the number of shares of issued stock options and stock options not yet issued but reserved for issuance, revenuesif any, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, all in sufficient detail as soon as prepared, any other budgets or revised budgets prepared by to permit the Major Investors to calculate their respective percentage equity ownership in the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed certified by the chief financial officer or chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or being true, complete, and correct. If, for any assignee of the Investors may from time to time reasonably requestperiod, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for has any period the Company shall have any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section Subsection 3.1 to the contrarycontrary and subject to Bermuda law, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date that is sixty (60) 30 days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is if it reasonably concludes it must do so to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.comply with

Delivery of Financial Statements. The Company shall deliver to the Investorseach Eligible Shareholder: (a) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, audited annual financial statements prepared in accordance with Israeli GAAP (provided such reports include cash flow statements for such year) and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) if requested in writing, as soon as practicable, but in any event within ninety (90) days after the end of each financial of the first three (3) quarters of each fiscal year of the Company, (i) unaudited statements of income and of cash flows for the relevant fiscal quarter so requested, and an audited annual consolidated unaudited balance sheet as of the last day end of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailfiscal quarter, all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed approved by the chief executive officer or the financial controller of the Company and certifying (except that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such financial statements may (i) be subject to normal year-end audit adjustments and exclude (ii) not contain all footnotes notes thereto that may be required by applicable accounting standardin accordance with GAAP). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (ec) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as the Investors or any assignee of the Investors Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e) 3.1 to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty thirty (6030) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Sales and Servicing Agent shall deliver provide to the Investors: Purchaser, the Administrative Agent and each of the Lenders (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the CompanySales and Servicing Agent commencing with the fiscal year ending December 31, (i) an 2006, the audited annual consolidated balance sheet as of the last day Sales and Servicing Agent as at the end of, and the related consolidated statements of such year; (ii) an audited consolidated income statement for such year; income, stockholders’ equity and (iii) an audited consolidated statement of cash flows for for, such fiscal year; , and the corresponding figures as at the end of, and for, the preceding fiscal year, accompanied by an unqualified report and opinion of BDO Xxxxxxx or such year-end financial statements other independent public accountants as shall be retained by the Sales and Servicing Agent and be reasonably satisfactory to the Administrative Agent, which report and opinion shall be in reasonable detail, prepared in accordance with US GAAP generally accepted auditing standards relating to reporting and which report and opinion shall contain no material exceptions or IFRS, acceptable qualifications except for qualifications relating to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements, together with a certificate signed by an Authorized Officer of internationally recognized standing selected by the Company Sales and Servicing Agent, to the effect that such financial statements fairly present in all material respects the financial position of the Borrower as at the dates indicated and the results of their operations for the periods indicated in conformity with GAAP; in addition, in the event that the Borrower obtains audited financials with respect to any earlier time period, the Sales and Servicing Agent shall promptly provide a copy to the Administrative Agent together with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a related auditor’s report and opinion thereon by such independent public accountants; and (b) as soon as practicable, but in any event within thirty (30) not later than 45 days after the end of each quarter of the first three quarterly periods of each financial fiscal year of the CompanySales and Servicing Agent, (i) an the unaudited consolidated balance sheet as of the last day Sales and Servicing Agent and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Sales and Servicing Agent and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter; (ii) an unaudited consolidated income statement , setting forth in each case in comparative form the figures for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial previous year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared certified by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller Authorized Officer of the Company Sales and certifying that such financials were prepared Servicing Agent as being fairly stated in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods all material respects (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standardadjustments). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The As long as any Preferred Shares remain outstanding, the Company shall deliver to each holder of Preferred Shares the Investorsfollowing documents or reports: (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the CompanyCompany beginning 2008, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited a consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for the Company for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors fiscal year and consistently applied and in each case setting forth in comparative form figures a consolidated balance sheet for the previous year and Company as of the end of the fiscal year, audited and certified by a “big four” firm of independent certified public accountants of internationally recognized standing selected or such other accounting firm that is registered with the Public Company Accounting Oversight Board and approved by the Company with Board, including all Preferred Directors (except that in the event any holder or holders of Preferred Shares elect not to designate a Preferred Director such holder(s) have the right to designate, then the approval of the any Board of DirectorsObserver designated pursuant to Section 11.8(i), including the affirmative consent of at least one (1) AIL Directorif any, one (1) Matrix Directorshall be required), the Sequoia Director and the Yunfeng Directorif any, and accompanied by a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and opinion thereon by such independent public accountantsin accordance with U.S. GAAP; (bii) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each fiscal quarter of each financial year of the Company, (i) an a consolidated unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Company as of the end of such fiscal quarter, and a management report including a comparison of the financial results of such fiscal year with the corresponding quarterly budget, all prepared in English and in accordance with U.S. GAAP (except for year-end adjustments and except for the absence of notes); (ciii) within thirty (30) days of the end of each month, a consolidated unaudited income statement and statement of cash flows for such month and a consolidated balance sheet for the Company as soon as practicableof the end of such month, but and a management report all prepared in any event fortyEnglish and in accordance with U.S. GAAP (except for year-five end adjustments and except for the absence of notes); (45iv) no later than thirty (30) days prior to the end of each financial fiscal year, a proposed an annual budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal succeeding fiscal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (gv) notwithstanding anything else in this Section 3.1 copies of all documents or other information sent to the contrary, other shareholders and any reports publicly filed by the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty any relevant securities exchange, regulatory authority or governmental agency, no later than five (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (1805) days after such documents or information are sent or filed by the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveCompany.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Investor: (a) as soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with IFRS, US GAAP or IFRSother international accounting standards, acceptable to the Investors and consistently applied and with prior practice for earlier periods, in each case setting forth in comparative form figures for the previous year and year, audited and certified by a “Big 4” or other independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, Directors (including the affirmative consent and vote of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng DirectorMajority Preferred Directors), and accompanied by a report and opinion thereon by such independent public accountants; and (iv) a management report prepared by the management team of the Company for such year; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter;; and (iv) a management report prepared by the management team of the Company for such quarter; Tusimple (Cayman) Limited – Seventh Amended and Restated Shareholders’ Agreement 2 (c) as soon as practicable, but in any event forty-five within thirty (4530) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; (iii) an unaudited consolidated statement of cash flows for such month; and (iv) a management report prepared by the management team of the Company for such month; (d) as soon as practicable, but in any event within thirty (30) days prior to the end of each financial year, a proposed capital expenditures and operating budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”). The Budgets shall have been approved by the Board of Directors, including the affirmative consent and vote of the Majority Preferred Directors, and be prepared on a monthly basis including, including revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months month and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (de) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) of this Section 3.1, an instrument executed by the chief executive financial officer or the financial controller of the Company and certifying that such financials financial statements were prepared in accordance with IFRS or US GAAP or IFRSGAAP, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exceptionexception that, for unaudited un-audited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management ; with respect to the management reports called for in (a), (b) and (c) of this Section 3.1, such reports shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, figures on the one hand and figures for the prior year and figures presented in the Budget Budgets on the other hand; (ef) such other information relating to the financial condition, business, prospects or corporate affairs of the any Group Company as the Investors an Investor or any assignee of the Investors such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e3.1(f) or any of the above paragraphs to (i) provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information (unless such Investor is bound by an appropriate and reasonable confidentiality obligation) or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (fg) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; (h) copies of all documents or other written information sent to any shareholder of the Company or any other Group Company; and (gi) notwithstanding anything else in this Section 3.1 and any and all reports, schedules, forms, statements and other documents filed by the Company with any relevant securities exchange, regulatory authority or government agency. Without limitation to the contraryforegoing general request, for a period of one (1) year following the Company becoming subject to the filing requirements of the U.S. Securities Exchange Act of 1934 or rules and regulations promulgated by any other securities exchange, the Company may cease providing shall deliver to each Investor copies of (i) any quarterly, annual, extraordinary or other reports filed by the information set forth in this Section 3.1 during the period starting Company with the date that is sixty SEC or any other relevant securities exchange, regulatory authority or government agency; and (60ii) days prior any annual report or other materials delivered to the Company’s good faith estimate any other shareholder of the date of filing ofCompany or any other Group Company, insofar as such Investor holds any Preferred Share or any Conversion Share at any time during such one (1) year period. Tusimple (Cayman) Limited – Seventh Amended and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.Restated Shareholders’ Agreement 3

Delivery of Financial Statements. The Upon the written request of any Investor, the Company shall deliver to such Investor, provided that the InvestorsBoard of Directors has not reasonably determined that such Investor is a Competitor: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each financial fiscal year of the Company, including the fiscal year ended December 31, 2019, (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of shareholders’ equity as of the end of such year-end , all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized nationally recognised standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as statements of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of shareholders’ equity as of the end of such fiscal quarter; (c) as soon as practicable, but in any event forty-five (45) 30 days prior to before the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to fiscal year, approved by the Board for approval (collectively, the “Budget”), of Directors and prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company;; and (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as the Investors or any assignee of the Investors Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e) Subsection 3.1 to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; . Notwithstanding the foregoing, each of the Investors set forth on Exhibit B (fthe “Automatic Recipients”) if have advised the Company of their desire to receive the financial statements described in Subsections 3.1(a)-(c) without having to provide a written request and the Company covenants and agrees to deliver such financial statements to the Automatic Recipients without requiring a prior written request from such Automatic Recipients. If, for any period period, the Company shall have has any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and . Not later than the third business day after the date of this Agreement, the Company shall publicly disclose, or cause GenScript Biotech Corporation to publicly disclose, any material non-public information in respect of GenScript Biotech Corporation disclosed or made available to any Investor on prior to the date of this Agreement, including, as applicable, any information regarding the Purchase Agreement and related transaction documents that constitutes such material non-public information (g) notwithstanding the “GenScript Announcement”). Notwithstanding anything else in this Section 3.1 Agreement or any other agreement or instrument to the contrary, (a) no Investor, and no Investor’s agents or representatives (“Representatives”), shall at any time after the date of this Agreement be given, or be provided access to, any material nonpublic information concerning the Company, the Company’s Affiliates, any other public company or Person, or any of their respective securities, unless such Investor requests such information from the Company in writing, and (b) the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date that is sixty (60) 60 days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants to provide information under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. Upon the effective date of the registration statement in respect of the IPO or when the Company otherwise first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, the Company shall certify to each Investor that such Investor is then not in possession of any material nonpublic information concerning the Company, the Company’s Affiliates or any of their respective securities, regardless of whether such Investor received or had access to any material non-public information concerning the Company prior to such date. Without limiting the foregoing, the Company acknowledges that following the effective date of the registration statement in respect of the IPO or when the Company otherwise first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, no Investor desires to receive any material nonpublic information relating to any company with any publicly-traded securities, and the Company agrees that it shall not disclose any such information to any Investor, except as otherwise expressly requested in writing by such Investor. Notwithstanding anything to the contrary contained in Section 3.4 or elsewhere in this Agreement, no Investor, nor any of such Investor’s Representatives, shall at any time have any duty of trust or confidence with respect to, or any obligation not to trade in any securities on the basis of, any material nonpublic information concerning the Company, the Company’s Affiliates, any other public company or Person, or any of their respective securities, that is (X) provided or made available to such Investor in violation of any of the provisions of this paragraph or (Y) otherwise possessed (or continued to be possessed) by such Investor as a result of a violation of any of the provisions of this paragraph. In the event of a breach of any of the foregoing covenants by the Company or any of its Subsidiaries or Affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, representatives or agents, in addition to any other remedies provided in this Agreement or otherwise available at law or in equity, the Investors shall have the right (i) to require the Company to make a public disclosure immediately (but in any case, within one business day) in the form of a press release, public advertisement or otherwise, of the applicable material nonpublic information regarding the Company or its Subsidiaries or Affiliates, or (ii) notwithstanding anything to the contrary contained in Section 3.4 or elsewhere in this Agreement, if the Company fails to make such public disclosure within one business day, to make a public disclosure in the form of a press release, public advertisement or otherwise, of the applicable material nonpublic information regarding the Company or its Subsidiaries or Affiliates without prior approval by the Company or its Subsidiaries or Affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, representatives or agents. With regards to the foregoing, no Investor shall have any liability to the Company, any Subsidiaries or Affiliates or any of its or their respective officers, directors (or equivalent persons), employees, equityholders, attorneys, representatives or agents for any such disclosure.

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) as soon as practicableFor each fiscal quarter ending on or after September 30, but in any event 2003 and on or before the date that is 45 days prior to the Closing Date, DuPont shall use reasonable commercial efforts to cause to be delivered within ninety sixty (9060) days after (or in the end of each financial year case of the Companyfiscal quarter ending on September 30, 2003, seventy-five (i75) an audited annual consolidated balance sheet as of days) after the last day of such year; fiscal quarter (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be or in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directorsfiscal quarter ending on December 31, including the affirmative consent of at least one (1) AIL Director2003, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year no later than delivery of the Company, (i2003 Audited Financials Statements) to Buyer an unaudited consolidated comparative combined balance sheet as of at the last day of such quarterfiscal quarter and unaudited comparative combined statements of income and cash flows of the DTI Business, for such quarter and the year-to-date period then ended (including for the comparable quarter and the comparable year-to-date periods for the prior year) (each, an "UNAUDITED COMBINED INTERIM FINANCIAL STATEMENT"). (b) With respect to the Unaudited Combined Interim Financial Statements required under Section 5.28(a) to be delivered by DuPont with respect to the quarter ending September 30, 2003, and with respect to each subsequent Unaudited Combined Interim Financial Statement, DuPont shall deliver to Buyer, when DuPont delivers the applicable Unaudited Combined Interim Financial Statements to Buyer, an associated review report under SAS 100 without exception or qualification of PWC with respect thereto. (c) If the Closing occurs on or after December 31, 2003, prior to, at and, subject to DuPont receiving on a timely basis such cooperation as DuPont shall reasonably request from Buyer (including from employees of the DTI Business), after the Closing, DuPont shall use reasonable commercial efforts to cause to be delivered within one hundred twenty (120) days after year-end to Buyer an audited combined balance 189 sheet of the DTI Business at December 31, 2003 and audited combined statements of income and cash flows of the DTI Business for the year ended December 31, 2003 (the "2003 AUDITED FINANCIAL STATEMENTS"), together with a report without qualification or exception of PWC with respect thereto; PROVIDED, HOWEVER, any such report may contain an exception or qualification to the extent that such exception or qualification results from the actions or omissions by, or facts relating to, Buyer or its Affiliates after the Closing. (d) Prior to the Closing, Buyer may, at its election, seek written confirmation (including, if applicable, in the form of a no-action letter or letters) from the staff of the SEC to the effect that, for public reporting purposes under the Securities Act, the Exchange Act, and the rules promulgated thereunder, KoSa B.V. is the predecessor entity to the combined businesses and operations of KoSa B.V. (and its Subsidiaries) and the DTI Business (such written confirmation, the "KOSA CONFIRMATION LETTER"). In the event that Buyer elects to seek the written confirmation in the preceding sentence and fails, within a reasonable period of time, to receive a KoSa Confirmation Letter after using its reasonable commercial efforts to obtain a KoSa Confirmation Letter, then as promptly as practicable after the Closing, subject to DuPont receiving on a timely basis notice from Buyer of such failure to receive a KoSa Confirmation Letter and such cooperation as DuPont shall reasonably request from Buyer (including from employees of the DTI Business), DuPont shall cause to be delivered to Buyer an audited combined balance sheet of the DTI Business at the Closing Date and audited combined statements of income and cash flows of the DTI Business for the period beginning on January 1, 2003 (or, if the Closing occurs after December 31, 2003, beginning on January 1, 2004) and ending on the Closing Date (the "STUB PERIOD AUDITED FINANCIAL STATEMENTS"), together with a report of PWC without qualification or exception with respect thereto; PROVIDED, HOWEVER, any such report may contain an exception or qualification to the extent that it results from the actions or omissions by, or facts relating to, Buyer or its Affiliates after the Closing. In the event that Buyer does not elect to seek a KoSa Confirmation Letter, DuPont shall have no obligation to cause to be delivered to Buyer the Stub Period Audited Financial Statements. In this event, however, DuPont will provide Buyer's Representatives reasonable access to the Information with respect to the DTI Business and personnel commensurate with what it would have provided PWC in connection with its audit of the Stub Period Audited Financial Statements and such additional Information as may be reasonably requested by Ernst & Young (to the extent any such Information is in the possession of, or under the control of, DuPont at such time or which may be obtained from PWC upon DuPont using its reasonable commercial efforts) so that Buyer may expeditiously cause such financial statements to be audited, (ii) an unaudited consolidated income statement for use reasonable commercial efforts to cause PWC to cooperate with the auditors engaged by Buyer to conduct such quarter; audit and (iii) an unaudited consolidated statement provide customary representation letters and other customary documents and instruments which would be provided to PWC if it were auditing such statements. Buyer shall reasonably promptly reimburse DuPont for any out-of-pocket expenses reasonably incurred by DuPont and its Affiliates (including any fees or expenses paid by DuPont and its Affiliates to PWC (if applicable)) in connection with their compliance with the immediately preceding sentence. DuPont and 190 each of cash flows the Sellers acknowledges that if PWC fails to consent to the inclusion of any such audit reports in any SEC Filing and Buyer or any of its successors is denied in any manner whatsoever the access provided for such quarter;in this Section 5.28(d), Buyer and its successors (if any) will suffer irreparable injury and damage. Therefore, DuPont and each of the Sellers agrees that, if Buyer or its successors is denied access provided for in this Section 5.28(d) in any manner whatsoever, Buyer and its Affiliates and their respective successors (if any) will be entitled to, in addition to all other remedies available to it, injunctive relief and specific performance to prevent the breach of and to secure the enforcement of this Section 5.28(d). (ce) Upon the reasonable request of Buyer, in connection with its financing of the transactions contemplated by the Sale, DuPont shall, as soon promptly as practicable, but in any event forty-five (45) days prior deliver to the end of each Buyer unaudited and unreviewed financial year, a proposed budget and business plan statements for the next fiscal quarter ending on December 31, 2003, draft financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the DTI Business for the year ended December 31, 2003 and other interim financial statements called for reasonably requested by Buyer, but in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable each case only to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel;extent available. (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated From time to time prior to Closing, DuPont shall, as promptly as practicable, deliver to Buyer unaudited and unreviewed GCAP monthly financial information with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveDTI Business.

Delivery of Financial Statements. The Company shall deliver to: (i) each Shareholder holding more, and for as long as it hold more than 3% of the issued and outstanding share capital of the Company the information pursuant to the Investors:Sections 1.1.1 through 1.1.4 (inclusive) (each, a “Qualified Holder”): (a) as 1.1.1 As soon as practicable, but in any event within ninety forty five (9045) days after the end of each financial year of fiscal year, a report in a form agreed from time to time by the Company’s Board of Directors (the “Board”) (including, (iopening cash, income, expenses and closing cash) an audited annual consolidated balance sheet as of at the last day end of such fiscal year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as 1.1.2 As soon as practicable, but in any event within one hundred and eighty (180) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such year, and statements of income, statement of shareholder’s equity and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar-denominated, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), audited by a “Big 4” firm of Independent Certified Public Accountants, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; 1.1.3 As soon as practicable and while making best efforts to deliver within thirty (30) days, but in any event within forty five(45) days after the end of each quarter of each financial fiscal year of the Company, a report in a form agreed from time to time by the Company’s Board (iincluding, opening cash, income, expenses and closing cash) as at the end of such quarter, an unaudited consolidated balance sheet as of the last day Company as at the end of such quarter; each quarter and unaudited consolidated statements of (i) income and (ii) an unaudited consolidated income statement cash flow of the Company for such quarterquarter and, in the case of the first, second and third quarterly periods, for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar-denominated and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company, that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the financial position of the Company as of their date subject to changes resulting from year-end audit adjustments; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as As soon as practicable, but in any event forty-five within one hundred and twenty (45120) days prior after the end of each quarter of each fiscal year of the Company, an reviewed consolidated balance sheet of the Company as at the end of each such period and reviewed consolidated statements of (i) income and (ii) cash flow of the Company for such period and, in the case of the first, second and third quarterly periods, for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each financial case in comparative form the figures for the corresponding period of the previous fiscal year, a proposed budget all in reasonable detail, United States dollar-denominated and business plan for the next financial year to be submitted to the Board for approval (collectivelycertified, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; chief financial officer (d) with respect to the financial statements called for in Sections 3.1 (a)or if none, (b) and (c) an instrument executed by the chief executive officer or the financial controller officer) of the Company and certifying Company, that such financials financial statements were prepared in accordance with US GAAP or IFRSapplied on a basis consistent with that of preceding periods and, acceptable to except as otherwise stated therein, fairly present the Investors and consistently applied with prior practice for earlier periods (with financial position of the exception, for unaudited statements, such statements may be Company as of their date subject to normal changes resulting from year-end audit adjustments adjustments, and exclude all footnotes required reviewed by applicable accounting standard). Management shall also provide an analysis a “Big 4” firm of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other handIndependent Certified Public Accountants; 1.1.4 As soon as practicable, but in any event within fourteen (e14) such other information relating to days after the financial conditionend of each month, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may a report in a form agreed from time to time reasonably requestby the Board (including, providedopening cash, howeverincome, that expenses and closing cash) as at the end of such month; and 1.1.5 As soon as practicable following the occurrence of such events, but not later than 7 days thereafter, the Company shall not be obligated under this Section 3.1(e) provide to (i) provide information which each Qualified Holder a written notice of any litigation, threatened litigation, penalties, or request of indemnification received by the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivean amount higher than US$ 100,000.

Delivery of Financial Statements. The Company shall deliver to the Investors: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual a consolidated balance sheet as of the last day of such year; (ii) an audited a consolidated income statement for such year; and (iii) an audited a consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, an accounting standard acceptable to the Investors and Investors, consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, Investors and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five within thirty (4530) days after the end of each month of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; (iii) an unaudited consolidated statement of cash flows for such month; and (iv) a statement of the Company’s capitalization (including the type and amount of the Shares held by each of the then holders of such Shares); (d) as soon as practicable, but in any event fifteen (15) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly quarterly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (de) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c), such financial statements shall be accompanied by: (i) an instrument executed by the chief executive financial officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, an accounting standard acceptable to the Investors and Investors, consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an , and (ii) management’s analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (ef) copies of all other documents or other information sent to any Person in such Person’s capacity as a shareholder of the Company; (g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors an Investor or any assignee of the Investors an Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e3.1(g) or any other Section of Section 3.1 to (i) provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; or (iii) would breach applicable securities laws or stock exchange regulations; (fh) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and; (gi) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The After the Company becomes a Reporting Company, it shall deliver to the Investorseach Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholders' equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principals ("GAAP"), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after of the end of each quarter of each financial year of the Companyquarter, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows and balance sheet for and as of the end of such quarter, in reasonable detail comparing actual performance to budget; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingquarterly basis, revenues, expenses, cash position, including balance sheets and sources and applications statements of funds statements (including any anticipated or planned capital expenditure or borrowings) cash flows for such months quarter and, as soon as prepared, statements of operating goals for each of the Company's functional units and any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), subsections (b) and (c) of this Section 3.6, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;adjustment; and (e) such other information relating to the financial condition, business, prospects or corporate affairs (including press releases and the like) of the Company as the Investors such Investor or any assignee of the Investors such Investor may from time to time-to-time reasonably request, provided, however, that the Company shall not be obligated under this Subsection (e) or any other subsection of Section 3.1(e) 3.6 to (i) provide information which the Company reasonably Company's Board deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant which is available to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivegeneral public.

Delivery of Financial Statements. The Company shall deliver to the Investorseach holder of Preferred Shares: (a) as soon as practicable, but in any event within ninety (90) days after the end of each financial year of the Company, (i) an audited annual consolidated balance sheet as sheets of the last day of Group Companies for such year; (ii) an audited consolidated income statement statements of the Group Companies for such year; and (iii) an audited consolidated statement statements of cash flows of the Group Companies for such year; such year-end financial statements to shall be in reasonable detail, prepared in accordance with US GAAP or IFRSGAAP, acceptable to the Investors and consistently applied with past practice for earlier periods, and in each case setting forth in comparative form figures for be reviewed by one of the previous year Big-Four Accounting Firms or an accounting firm with permit to conduct securities and audited and certified by independent public accountants of internationally recognized standing futures related business selected by the Company with the approval of the Board of Directors, Directors (including the consent and affirmative consent votes of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Investor Director and the Yunfeng DirectorMajority), and be accompanied by a report and opinion thereon by such independent public accountantsaccountant, in each case to such Investor’s satisfaction; and (iv) if requested by any Investor, a management report of the Group Companies prepared by the management team of the Company for such year; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of each financial year of the Companyquarter, (i) an unaudited consolidated balance sheet of the Group Companies as of the last day of such quarter; (ii) an unaudited consolidated income statement of the Group Companies for such quarter; and (iii) an unaudited consolidated statement of cash flows of the Group Companies for such quarter; and (iv) primary operation data of the Group Companies of such quarter; and (v) if requested by any Investor, an unaudited and consolidated financial statements of the Group Companies and a management report of the Group Companies prepared by the management team of the Company for such quarter; (c) as soon as practicable, but in any event forty-five event, within thirty (4530) days prior to the end of each financial year, a proposed capital expenditures and operating budget and business plan of the Group Companies for the next financial year to be submitted to the Board for approval (collectively, the “Budget”). The Budgets shall be approved by the Board of Directors, including the consent and affirmative votes of the Investor Director Majority, and be prepared on a monthly basis including, covering revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months month and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or prospects, corporate affairs or other material aspects of the Company Group Companies as the Investors any Investor or any assignee of the Investors such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e3.1(d) or any of the above paragraphs to (i) provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information which shall have been proved and certified by the Board of the Company; or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (fe) if for any period the any Group Company shall have any Subsidiary whose accounts are consolidated with those of the such Group Company, then in respect of such period the consolidated financial statements delivered pursuant to the foregoing sections shall be consolidate the consolidated and consolidating financial statements of the Company Group Companies and all such consolidated Subsidiaries; (f) such other information as furnished to any other Investor; and (g) notwithstanding anything else in this Section 3.1 without limitation to the contraryforegoing general requirement, for a period of three (3) years following the Company becoming subject to the filing requirements under the U.S. Securities Exchange Act of 1934 or rules and regulations promulgated by any other securities exchange, the Company may cease providing shall deliver to such Investor copies of (i) any quarterly, annual, extraordinary or other reports filed by the information set forth in this Section 3.1 during the period starting Company or any other Group Company with the date that is sixty SEC or any other relevant securities exchange, regulatory authority or government agency; and (60ii) days prior any annual report or other materials delivered to the Company’s good faith estimate any other shareholder of the date of filing ofCompany or any other Group Company, and ending on a date one hundred eighty insofar as such Investor holds any Preferred Share or warrant, any Conversion Share or any other Equity Security at any time during such three (1803) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveyear period.

Delivery of Financial Statements. (a) The Company shall deliver to the Investors:each Investor then holding shares of Preferred Stock (or Common Stock into which Preferred Stock has been converted): (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company as of the end of such year, and (iii) an audited consolidated statement a schedule as to the sources and applications of cash flows funds for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles ("gaap"), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (bii) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to after the end of the first three (3) quarters of each financial year, a proposed budget and business plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller unaudited balance sheet as of the Company end of such fiscal quarter, in reasonable detail and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand;gaap; and (eiii) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors Investor or any assignee of the Investors Investor may from time to time reasonably requestrequest in writing. (b) The Company shall deliver to each Investor then holding 38,250 or more shares of the outstanding Preferred Stock, providedor Common Stock into which such Preferred Stock has been converted (as adjusted to reflect subsequent changes in the capitalization of the Company and aggregating the holdings of affiliated Investors solely for the purpose hereof) (a "Qualified Investor"): (i) within forty-five (45) days of the end of each month, howeveran unaudited income statement and balance sheet for and as of the end of such month, in reasonable detail and prepared in accordance with gaap; (ii) within thirty (30) days of the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company to the extent prepared for presentation to the Board of Directors of the Company; (c) With respect to the financial statements called for in subsections (a)(ii) and (b)(i) of this Section 9.1, the Company shall deliver to each Investor an instrument executed by the Chief Financial Officer of the Company and certifying that such financials were prepared in accordance with gaap consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its result of operation for the period specified, subject to normal year-end audit adjustment; (d) Any information provided pursuant to Sections 9.1(a)(iii) and 9.1(b)(ii) shall be used by the Investor or any assignee of the Investor solely in furtherance of its interests as an Investor in the Company, and the Investor and any assignee of the Investor shall use all reasonable effort to maintain the confidentiality of all non- public information of the Company obtained under said sections, provided the Company makes an appropriate designation of any such confidential information, and provided further that the foregoing shall not prohibit any Investor from communicating information reasonably necessary or appropriate in fulfilling any fiduciary duty to its stockholders or partners, any committees thereof, or the like. The Company shall not be obligated under this Section 3.1(e) to (i) provide information disclose any confidential and proprietary non-financial information, the disclosure of which the Company reasonably deems it believes in good faith would be detrimental to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivestockholders.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the InvestorsBoard of Directors has not reasonably determined that such Major Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of stockholders' equity as of the end of such year-end ; all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders' equity as of the end of such fiscal quarter all prepared in accordance with GAAP ( except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within thirty (30) days after before the end of each quarter of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial fiscal year, a proposed budget and business operating plan for the next financial fiscal year to be submitted to (the Board for approval (collectively, the “"Budget”"), prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company;; and (d) upon request, with respect to the financial statements called for in Sections 3.1 (aSubsection 3.1(a), (b) Subsection 3.1(b), and (c) Subsection 3.1(c), an instrument executed by the chief financial officer and chief executive officer or the financial controller of the Company and certifying that such financials financial statements were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exceptionexcept as otherwise set forth in Subsection 3.1(b), for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standardSubsection 3.1(c). Management shall also provide an analysis of results, highlighting notable events ) and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to fairly present the financial condition, business, prospects or corporate affairs condition of the Company as and its results of operation for the Investors or periods specified therein. Notwithstanding any assignee of the Investors may from time to time reasonably requestforegoing, provided, however, that the Company shall not be obligated under this Section 3.1(e) Subsection 3.1 to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date that is sixty (60) days prior to before the Company’s good 's good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering or similar application for listing of the Ordinary Shares) is to be filedDirect Listing; provided that the Company's covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. For purposes of this Section 3.1, Qualcomm Ventures LLC, its Affiliates, and each of their permitted successors and assigns (collectively, “Qualcomm”) shall be deemed to be a “Major Investor” and entitled to the delivery of financial information as permitted herein to the Major Investors of the Company. The provisions of this Section 3.1 as it relates to the right of Qualcomm to receive financial information of the Company may be amended and the observance of any term thereof may be waived only with the written consent of Qualcomm.

Delivery of Financial Statements. The Company shall deliver to each Stockholder that owns, individually or with such Stockholder’s Affiliates, ten percent (10%) or more of the Investors:outstanding Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) (each, a “Major Stockholder”): (ai) as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated a balance sheet as of the last day end of such year; , (ii) an audited consolidated statements of income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; , and (iii) a statement of stockholders’ equity as of the end of such year-end , all such financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants;Board; and (bii) as as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each quarter of the first three (3) quarters of each financial fiscal year of the Company, (i) unaudited statements of income and of cash flows for such fiscal quarter and the year to date, and an unaudited consolidated balance sheet as of the last day end of such fiscal quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to the end of each financial year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were all prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods U.S. generally accepted accounting principles (with the exception, for unaudited statements, “GAAP”) (except that such financial statements may (i) be subject to normal year-end audit adjustments and exclude (ii) not contain all footnotes notes thereto that may be required by applicable accounting standardin accordance with GAAP). Management shall also provide an analysis of resultsIf the Company has any subsidiaries, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs obligation of the Company to deliver information as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under set forth in this Section 3.1(e7(a) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be construed to include the equivalent information concerning each of its subsidiaries, which, if required or appropriate under GAAP, may be delivered on a consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding basis. Notwithstanding anything else in this Section 3.1 7(a) to the contrary, the Company may cease providing the information set forth in this Section 3.1 7(a) during the period starting with the date that is sixty (60) days prior to before the Company’s good good-faith estimate of the Board of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is Securities and Exchange Commission rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Section 7(a) shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares), the Investors:following documents or reports, so long as such holder has not provided financing to any of the directly competitive companies listed under Exhibit A (which list shall contain not more than five (5) companies and shall be updated by the Board (including the consent of all the Investor Directors) no more than once in every twelve consecutive months subject to prior written consent of Supermajority Preferred Holders and the updated list shall be delivered to each holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) immediately thereafter and shall become effective with respect to a Party on the same day when such list is delivered to such Party) (collectively, the “Competitors” and each a “Competitor”), including but not limited to any subscription for equity securities or issuance of a loan (such investment, the “Restricted Investment”): (ai) as soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each financial fiscal year of the Company, (i) an audited annual a consolidated balance sheet as of the last day of such year; (ii) an audited consolidated and consolidating income statement for such year; and (iii) an audited consolidated statement of cash flows for each Group Company for such fiscal year and a consolidated balance sheet for each Group Company as of the end of the fiscal year; such year-end financial statements to be in reasonable detail, all prepared in accordance with US GAAP or IFRSthe Accounting Standards, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by one of the “Big 4” or a reputable firm of independent certified public accountants (the “Auditors”) acceptable to the Supermajority Preferred Holders, and a management report including a comparison of internationally recognized standing selected by the Company financial results of such fiscal year with the approval of corresponding annual budget, all prepared in accordance with the Board of Directors, including Accounting Standards applied throughout the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsperiod; (bii) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Companyquarter, (i) an a consolidated and consolidating unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter and a consolidated balance sheet for each Group Company as of the end of such quarter, and a management report including a comparison of the financial results of such quarter with the corresponding quarterly budget, all prepared in accordance with the Accounting Standards applied throughout the period; (ciii) within fifteen (15) days after the end of each month, a consolidated and consolidating unaudited income statement and statement of cash flows for such month and a consolidated balance sheet for each Group Company as soon as practicableof the end of such month, but and a management report including a comparison of the financial results of such month with the corresponding monthly budget all prepared in any event accordance with the Accounting Standards applied throughout the period, and monthly statement of bank accounts of each Group Company for such month; (iv) an annual consolidated budget and strategic plan for the next fiscal year at least forty-five (45) days prior to the end of each financial fiscal year approved by the Board (including the affirmative vote of each Investor Director), setting forth including without limitation: the projected balance sheets, income statements and statements of cash flows for each month during such fiscal year of each Group Company; the projected budget for operation of business; any dividend or distribution to be declared or paid; the projected incurrence, assumption or refinancing of indebtedness; projected revenue and profit for each month during such fiscal year; all payments projected to be made not in the ordinary course of business consistent with past practice by any of the Group Companies; and all other material matters relating to the operation, a proposed budget development and business plan for of the next financial year to be submitted to the Board for approval (collectively, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the CompanyGroup Companies; (dv) within fifteen (15) days after the end of each quarter, a copy of the up-to-date capitalization table of each Group Company setting forth the holders of the Equity Securities of such Group Company together with respect to the financial statements called for in Sections 3.1 (a)their respective ownership percentage on a fully diluted basis, (b) and (c) an instrument executed as certified by the chief executive officer or the financial controller of the Company; and (vi) as soon as practicable, such other financial, operational and/or business data and information matrix and/or materials in respect of the Group Companies as the holders of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) may reasonably request from time to time. Notwithstanding Section 8.1 and regardless of anything else contained herein or in the Charter Documents of the Company, the Company shall deliver to the holder of Preferred Shares (including holders of Ordinary Shares that were converted from Preferred Shares) who has made Restricted Investment: (i) within one hundred and certifying that twenty (120) days after the end of each fiscal year of the Company, a consolidated and consolidating income statement and statement of cash flows for each Group Company for such financials were fiscal year and a consolidated balance sheet for each Group Company as of the end of the fiscal year, all prepared in accordance with US GAAP or IFRSthe Accounting Standards, audited and certified by the Auditors acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated SubsidiariesSupermajority Preferred Holders; and (gii) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty within thirty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (18030) days after the effective date end of each quarter, a consolidated and consolidating unaudited income statement and statement of cash flows for such quarter and a consolidated balance sheet for each Group Company as of the registration effecting the IPO, to the extent required under the applicable rules end of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivequarter.

Delivery of Financial Statements. The Company shall deliver to (i) each Founder, for as long as such Founder holds at least three percent (3%) of the Investors:Company’s issued and outstanding share capital (on an as-converted basis); and (ii) each Investor, for as long as such Investor, together with its Permitted Transferees (as defined in the Amended Articles (as defined below)) holds at least three percent (3%) of the Company’s issued and outstanding share capital (on an as-converted basis) (each qualified individual or entity pursuant to sub-sections (i) and (ii), a “Qualified Holder”): (a) as 1.1.1 As soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual a consolidated balance sheet of the Company and statement of shareholder equity of the Company as of the last day end of such year; (ii) an audited , and consolidated statements of income statement and statements of cash flow of the Company for such year; and (iii) an audited consolidated statement of cash flows , setting forth in each case in comparative form the figures for such the previous fiscal year; such year-end financial statements to be , all in reasonable detail, prepared in accordance with US GAAP or IFRSUnited States generally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants a firm of internationally recognized standing selected by the Company Independent Certified Public Accountants affiliated with the approval one of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director“Big 4” international accounting firms, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a report basis consistent with that of the preceding fiscal year, and opinion thereon fairly present the financial position of the Company as of their date, and that the audit by such independent public accountants;accountants in connection with such financial statements has been made in accordance with GAAP; It is hereby clarified that if, for any reason, the Company is required to report in accordance with International Financial Accounting Standards (“IFRS”), they shall be deemed to meet the definition of “GAAP” for the purpose of this document. (b) as 1.1.2 As soon as practicable, but in any event within thirty sixty (3060) days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet as of the last day Company as at the end of each such quarter; (ii) an period and unaudited consolidated statements of income statement and statements of cash flow of the Company for such quarter; and (iii) an unaudited consolidated statement period and, for the period from the beginning of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior the current fiscal year to the end of such quarterly period, setting forth in each financial case in comparative form the figures for the corresponding period of the previous fiscal year, a proposed budget all in reasonable detail and business plan for certified, by the next chief financial year to be submitted to officer (or if none, by another executive officer) of the Board for approval Company (collectively, the “BudgetCFO”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for that such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRSapplied on a basis consistent with that of preceding periods and, acceptable to except as otherwise stated therein, fairly present the Investors and consistently applied with prior practice for earlier periods (with financial position of the exception, for unaudited statements, such statements may be Company as of their date subject to normal (x) there being no footnotes contained therein and (y) changes resulting from year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveadjustments.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Investor: (a) as soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual a consolidated balance sheet as of the last day Company and its subsidiaries, if any, as at the end of such fiscal year; (ii) an audited , and consolidated statements of income statement and cash flows of the Company and its subsidiaries, if any, for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US U.S. GAAP or IFRSconsistently applied, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and all such financial statements audited and certified by one of the “Big Four” independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) as soon as practicablepracticable after the end of the first, but second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days after the end of the first, second, and third quarterly accounting periods in each quarter of each financial fiscal year of the Company, (i) an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the last day end of each such quarter; (ii) an quarterly period, and unaudited consolidated statements of income statement and cash flows of the Company and its subsidiaries, if any, for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarterperiod, prepared in accordance with GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments; (c) as soon as practicable, but in any event forty-five thirty (4530) days prior to before the end of each financial fiscal year, a proposed budget and business and operating plan for the next financial fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board and prepared on a monthly basis includingbasis, revenuesincluding balance sheets, expensesincome statements, and statements of cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) flow for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company;; and (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as the Investors or any assignee of the Investors Investor may from time to time reasonably request, ; provided, however, that the Company shall not be obligated under this Section 3.1(e3.1(d) to provide information (i) provide information which that the Company reasonably deems determines in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (f) if . If, for any period period, the Company shall have has any Subsidiary subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding subsidiaries. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date that is sixty (60) days prior to before the Company’s good good-faith estimate of the date of filing of, and ending on of a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of if it reasonably concludes it must do so to comply with the Ordinary Shares) is SEC rules applicable to be filedsuch registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Servicer shall deliver furnish to the InvestorsTrustee and the Rating Agencies: (a) as soon as practicableavailable, but in any event within ninety (90) not later than 125 days after the end of each financial fiscal year of United Stationers Inc., and so long as USSC is the CompanyServicer, (i) an a copy of the audited annual consolidated balance sheet sheets of United Stationers Inc. as of at the last day end of such year; (ii) an audited fiscal year and the related consolidated income statement statements of operations, shareholders' equity and cash flows of United Stationers Inc. for such fiscal year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and setting forth in each case setting forth in comparative form the figures for the previous fiscal year and audited and certified by independent public accountants of internationally recognized standing selected by (except, in the Company with the approval case of the Board of Directorsaudited financial statements for the 1997 fiscal year, including such financial statements will include a footnote describing revenues and operating income for the affirmative consent of at least one preceding fiscal year (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Directorwhich shall reflect any significant acquisitions occurring during such year)), and accompanied by the opinion of Xxxxx & Young LLP or another nationally-recognized independent public accounting firm, which report shall state that such consolidated financial statements present fairly the financial position and results of operations and changes in cash flow for the periods indicated in conformity with GAAP applied on a report and basis consistent with prior years. Such opinion thereon shall not be qualified or limited because of a restricted or limited examination by such independent public accountants;accountant of any material portion of United Stationers Inc. or any of its Subsidiaries' records; and (b) as soon as practicable, but in any event within thirty (30) not later than 50 days after the end of each quarter of each financial year fiscal quarter, a copy of the Company, (i) an unaudited consolidated balance sheet sheets of United Stationers Inc. and the Sellers as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior to at the end of each financial yearsuch quarter and the related consolidated statements of operations, a proposed budget shareholders' equity and business plan cash flows of United Stationers Inc. and the Sellers for such fiscal quarter, and for the next financial elapsed portion of the fiscal year to be submitted to the Board for approval (collectivelythen ended, the “Budget”), prepared on a monthly basis including, revenues, expenses, cash position, balance sheets certified by an appropriate Responsible Officer as being complete and sources correct in all material respects and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to fairly presenting the financial position and the results of operations of United Stationers Inc. and the Sellers, setting forth in each case in comparative form the figures as of and for the corresponding dates and periods in the previous fiscal year. All such financial statements called for shall be complete and correct in Sections 3.1 (a), (b) all material respects and (c) an instrument executed by the chief executive officer or the financial controller of the Company shall be prepared in reasonable detail and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to applied consistently throughout the Investors periods reflected therein and consistently applied with prior practice for earlier periods (with the exceptionexcept as approved by such accountants or officer, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors case may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing ofbe, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectivedisclosed therein).

Delivery of Financial Statements. The For so long as MHS Capital Partners, L.P. (“MHS Capital”) holds a majority of the issued and outstanding Series A Preferred Stock, and so long as Puressence Limited (“Puressence”) and New Cycle Capital Partners, L.P. (“New Cycle”) hold at least 20% of the issued and outstanding Series A Preferred Stock originally issued (or in the case of New Cycle, transferred) to them, and so long as New Enterprise Associates 12, Limited Partnership (“NEA”) holds greater than 50% of the issued and outstanding Series B Preferred Stock, and so long as Accel X, L.P. (together with its affiliates, “Accel”) holds at least 50% of the issued and outstanding Series C Preferred Stock originally issued to them, and so long as KPCB Holdings, Inc. (“KPCB”) holds at least 50% of the issued and outstanding Series C Preferred Stock originally issued to them, the Company shall deliver to the Investorseach of NEA, Accel and KPCB, respectively, and, upon their written request, each of MHS Capital, Puressence, New Cycle, respectively: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each financial fiscal year of the Company, unless otherwise waived by the Company’s Board of Directors (i) the “Board”), an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated unaudited income statement for such fiscal year; , an unaudited balance sheet of the Company and (iii) statement of shareholders’ equity as of the end of such year, and an audited consolidated unaudited statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and generally accepted accounting principles (“GAAP”) consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and in each case setting forth in comparative form figures fairly present the financial condition of the Company and its results of operation for the previous year and audited and certified by independent public accountants period(s) specified; provided that the foregoing shall not restrict the right of internationally recognized standing selected by the Company to change its accounting principles consistent with GAAP, if the approval of the Board of DirectorsBoard, including the affirmative consent director elected by the holders of at least one a majority of the Series A Preferred Stock (1the “Series A Director”) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng director elected by the holders of a majority of the Series B Preferred Stock (the “Series B Director”), and accompanied by a report and opinion thereon by such independent public accountantsdetermines that it is in the best interest of the Company to do so; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each quarter of the first three quarters of each financial fiscal year of the Company, (i) unless otherwise waived by the Board, an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated profit or loss statement, a statement of cash flows for such quarter;fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period(s) specified, subject to normal year-end audit adjustment; provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors, including the Series A Director and the Series B Director, determines that it is in the best interest of the Company to do so; and (c) as soon as practicable, but in any event forty-five (45) at least 30 days prior to the end of each financial fiscal year, unless otherwise waived by the Board, including the Series A Director and the Series B Director, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company 5.5.1 Each Loan Party shall deliver to the Investors: (a) as soon as practicableAdministrative Agent and the Collateral Agent, but in any event within ninety (90) days after the end of each financial year Fiscal Year commencing with 2023, an Officer’s Certificate of such Loan Party stating that, in the course of the Companyperformance by the officer executing such Officer’s Certificate of such officer’s present duties as an officer of such Loan Party, such officer would normally obtain knowledge or have made due inquiry of employees of such Loan Party and such Loan Party’s Affiliates as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer’s knowledge, (ia) an audited annual consolidated balance sheet as such Loan Party has fulfilled all of its obligations under this Agreement and the last day of other Loan Documents in all material respects throughout such year; (ii) , or, if there has been an audited consolidated income statement for Event of Default in the fulfillment of any such year; and (iii) an audited consolidated statement of cash flows for obligation in any material respect, specifying each such year; default known to such year-end financial statements to be in reasonable detail, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director officer and the Yunfeng Directornature and status thereof, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicableno Event of Default has occurred and is continuing and no condition or event that would constitute an Event of Default after notice or lapse of time or both has occurred, but in any or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof. 5.5.2 The Borrowers shall, or shall cause the other Credit Parties to, within thirty ninety (3090) days after the end of each quarter fiscal year, deliver to the Administrative Agent the audited consolidated balance sheets of each financial year of the Company, (i) an unaudited the Limited Guarantor and its consolidated balance sheet as of the last day of such quarter; subsidiaries and (ii) the Loan Parties on a consolidated basis, in each case, as at the end of such fiscal year, together with the related audited consolidated statements of income and stockholder’s equity and cash flows, setting forth in each case in comparative form the figures for the previous year, accompanied by an unaudited opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern (other than qualifications related to the maturity of any Indebtedness within 12 months of the date of such report and future prospective compliance with any financial maintenance covenants) and shall state that said consolidated income statement for financial statements fairly present the consolidated financial condition and results of operations of such quarter; entities at the end of, and for, such fiscal year in accordance with GAAP and consolidated statements of liquidity of (i) Limited Guarantor and its consolidated subsidiaries and (iiiii) an unaudited the Loan Parties on a consolidated statement basis, as at the end of cash flows for such quarter; (c) as soon as practicable, but in any event period. Within forty-five (45) days prior to after the end of each financial of the first three quarterly fiscal periods of each fiscal year, a proposed budget the Borrowers shall, or shall cause the other Credit Parties to, deliver to the Administrative Agent, the unaudited consolidated balance sheets of each of (i) the Limited Guarantor and business plan its consolidated subsidiaries and (ii) the Loan Parties, in each case as at the end of such period and the related unaudited consolidated statements of income and stockholder’s equity and cash flows for such entities for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the next financial year to be submitted to the Board for approval (collectivelyprevious year, the “Budget”)accompanied by a certificate of a Responsible Officer, prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the which certificate shall state that said consolidated financial statements called for in Sections 3.1 (a), (b) fairly present the consolidated financial condition and (c) an instrument executed by the chief executive officer or the financial controller results of the Company and certifying that operations of such financials were prepared entities in accordance with US GAAP or IFRSGAAP, acceptable to consistently applied, as at the Investors end of, and consistently applied with prior practice for earlier periods (with the exception, for unaudited statementsfor, such statements may be period (subject to normal year-end audit adjustments adjustments) and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis consolidated statements of results, highlighting notable events and a thorough explanation liquidity of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or Limited Guarantor and its consolidated subsidiaries and (ii) would adversely affect the attorney-client privilege between Loan Parties on a consolidated basis, as at the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect end of such period period. 5.5.3 Notwithstanding anything herein to the financial statements contrary, information required to be delivered pursuant to the foregoing sections Section 5.5.2 shall be deemed to have been delivered on the consolidated date on which such information either (A) has been posted by the Company on its website at xxxx://xxx.xxxxxxxxxxxx.xxx (or any successor website identified in writing to the Administrative Agent) or at xxxx://xxx.xxx.xxx or (B) has been posted on Company’s behalf on any internet or intranet website, if any, to which each the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). 5.5.4 If an Event of Default has occurred and consolidating financial statements is continuing, the Administrative Agent shall have the right to review the business operations of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 Borrowers, including with respect to the contraryportfolio and property management, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior reporting practices, cash management, staffing, policies and procedures upon reasonable notice to the Company. Such review may include an accountant’s good faith estimate of “agreed upon procedures” letter, by a “Big Four” accounting firm or other nationally recognized independent certified public accountant reasonably acceptable to the date of filing of, Administrative Agent and ending on a date one hundred eighty (180) days after in form and substance reasonably satisfactory to the effective date of the registration effecting the IPOAdministrative Agent, to the extent required under the applicable rules effect that they have performed certain specified procedures as a result of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided they have determined that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveinformation in the data tape matches the information in the underlying Lease Files.

Delivery of Financial Statements. The Company shall deliver the following information: 3.1.1. The Company shall deliver to each Preferred Holder holding at least two percent (2%) of the Investors:then-outstanding securities of the Company on a fully diluted basis (as adjusted for subsequent stock splits, stock dividends, recapitalizations and the like) (“Eligible Holder”), within 90 (ninety) days of the end of each fiscal year of the Company, financial statements of the Company for such year including a consolidated balance sheet of the Company as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, United States dollar-denominated, prepared in accordance with GAAP audited by a firm of Independent Certified Public Accountants in the State of Israel who are affiliated with one of the “big four” U.S. accounting firms (“Independent Accounting Firm”), accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date; 3.1.2. The Company shall deliver to each Eligible Holder, within 60 (a) as soon as practicable, but in any event within ninety (90sixty) days after the end of each financial year fiscal quarter of the Company, (i) an audited annual consolidated balance sheet unaudited but reviewed financial statements of the Company as of the last day end of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detailquarter, prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, (i) containing an unaudited consolidated balance sheet as of the last day Company as at the end of each such quarter; period and unaudited consolidated statements of (i) income and (ii) an unaudited consolidated income statement cash flow of the Company for such quarter; period and, in the case of the first, second and (iii) an unaudited consolidated statement third quarterly periods, for the period from the beginning of cash flows for such quarter; (c) as soon as practicable, but in any event forty-five (45) days prior the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, United States dollar-denominated and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company (the “CFO”), that such financial statements were prepared in accordance with GAAP applied on a basis consistent with that of preceding periods and fairly present the financial position of the Company as of their date subject to footnotes in accordance with customary format and changes resulting from year-end audit adjustments, all reviewed by an Independent Accounting Firm. Notwithstanding the aforesaid, the Company may be exempted from the requirement to have the above mentioned financial statements reviewed, if so approved in writing by the Majority Preferred. 3.1.3. The Company shall deliver to each Eligible Holder, within 15 (fifteen) days of the end of each month, a report in a form agreed from time to time by the Board, which report shall include a business update and overview and an unaudited consolidated balance sheet of the Company and unaudited estimated consolidated statements of income and statements of cash flow (including, opening cash, income, expenses and closing cash) as at the end of such month, representing the actual results against the annual operating plan and budget. 3.1.4. The Company shall deliver to the Board, for its approval, at least 30 (thirty) days before the end of each fiscal year, a proposed budget and business operating plan for the next financial year to be submitted to the Board fiscal year, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for approval such months and (collectively, the “Budget”), prepared on a monthly basis includingand also, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as promptly after prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to . Board members may share information regarding the financial statements called for in Sections 3.1 (a), (b) Company’s operating plans and (c) an instrument executed by the chief executive officer or the financial controller of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (budgets with the exception, for unaudited statements, such statements may be subject shareholders who appointed them. 3.1.5. The Company shall deliver to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) each Eligible Holder such other information relating as may be reasonably requested by any such Eligible Holder, including, but not limited to, all information that was made available to the financial conditionany other shareholder (in its capacity as a shareholder), business, prospects and any court decisions or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior orders addressed to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to the Investorseach Investor and Founder: (a) so long as such Investor or Founder holds at least 150,000 shares of Registrable Securities, as soon as practicable, but in any event within ninety (90) days after the end of each financial fiscal year of the Company, (i) an audited annual consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such fiscal year; , a balance sheet of the Company and (iii) an audited consolidated statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year; , such year-end financial statements reports to be in reasonable detail, prepared in accordance with US GAAP or IFRSgenerally accepted accounting principles (“GAAP”), acceptable to the Investors and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of internationally nationally recognized standing selected by the Company with the approval of the Board of Directors, including the affirmative consent of at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director, and accompanied by a report and opinion thereon by such independent public accountantsCompany; (b) so long as such Investor or Founder holds at least 150,000 shares of Registrable Securities, as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholder’s equity as of the end of such fiscal quarter; (c) so long as such Investor or Founder holds at least 150,000 shares of Registrable Securities, as soon as practicable, but in any event within thirty (30) days after of the end of each quarter of each financial year of the Companymonth, (i) an unaudited consolidated balance sheet as of the last day of such quarter; (ii) an unaudited consolidated income statement for such quarter; and (iii) an unaudited consolidated statement of cash flows and balance sheet for and as of the end of such quartermonth, in reasonable detail; (cd) so long as such Investor or Founder holds at least 150,000 shares of Registrable Securities, as soon as practicable, but in any event forty-five at least thirty (4530) days prior to the end of each financial fiscal year, a proposed budget and business plan for the next financial year to be submitted to the Board for approval (collectively, the “Budget”)fiscal year, prepared on a monthly basis includingbasis, revenues, expenses, cash position, including balance sheets and sources and applications statements of funds statements (including any anticipated or planned capital expenditure or borrowings) cash flows, for such months months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (de) with respect to the financial statements called for in Sections 3.1 (a), subsections (b) and (c) of this Section 2.1, an instrument executed by the chief executive officer Chief Financial Officer or the financial controller President of the Company and certifying that such financials were prepared in accordance with US GAAP or IFRS, acceptable to the Investors and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investors or any assignee of the Investors may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(e) to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (f) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and (g) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of the registration effecting the IPO, to the extent required under the applicable rules of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effectiveadjustment.