Common use of Expense Sharing Clause in Contracts

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-of pocket expenses incurred by Holdco, Parent, Merger Sub and jointly by all the Investorseach Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or jointly by all the Investors any Investor (including, for without limitation, any fees incurred in connection with the avoidance due diligence of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), Company) and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “"Consortium Costs”"). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to be provided to the debt financing sources, lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 . In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee)Parent, Parent shall first pay, or cause to be paid, pay all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, distribute any remaining amount of the Company Termination Fee to the PE Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee)Parent, each PE Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his its proportionate share (determined by reference to the amount of its/his its Equity Commitment to the aggregate of Equity Commitments of the PE Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs) incurred in connection with the TransactionCosts hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the foregoingprior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s 's participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 transaction. The obligations under this Section 1.9 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.9.1 In (a) From time to time prior to the event consummation or termination of this Transaction, the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, Lead Investors may deliver to any other Investor a written notice (“Payment Notice”) setting forth (i) in reasonable detail the reasonable and documented fees, expenses and disbursements amount of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub Service Provider Expenses or jointly by all Buyer Transaction Expenses incurred since the Investors prior Payment Notice (including, for or from inception of the avoidance Lead Investors’ pursuit of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors Transaction with respect to the Merger; provided thatfirst Payment Notice to each such Investor) (the “Outstanding Expenses”), unless and only (ii) the aggregate amount of Service Provider Expenses or Buyer Transaction Expenses incurred with respect to the extent otherwise approved Transaction (the “Total Expenses”), (iii) the amount payable by all such Investor with respect to such Payment Notice, which shall be equal to the Investors in advanceproduct of (a) such Investor’s Allocation Percentage multiplied by (b) the Outstanding Expenses (the “Payment Amount”) and (iv) the wire instructions for such Investor’s payment of its Payment Amount. Within thirty (30) calendar days following receipt of the Payment Notice (the “Payment Due Date”), Consortium Costs shall not include, and each Investor shall remit its Payment Amount in full by wire transfer of immediately available funds, provided the aggregate Service Provider Expenses to be responsible forpaid by all Investors pursuant to this Section 7(a), which shall be paid pro rata in accordance with each Investor’s Allocation Percentage, shall not exceed $4,000,000, unless at least five of the seven Lead Investors agree to increase such threshold to $7,000,000; provided, further, that such amount may be increased upon the approval of the Lead Investors in the case of any disputes (including litigation) with HFSG regarding the Transaction Agreements. Following the written request of an Investor, the Lead Investors shall provide to the requesting Investor reasonable back-up (including invoices) for its calculation of Outstanding Expenses. (b) Each Investor agrees that, if the Transaction is not consummated, any costs and all costs, fees, charges, disbursements and other expenses reasonably incurred by such individual any Lead Investor in furtherance of the Transaction or otherwise on behalf of the Investors, as a group, with respect to the Transaction and payable to the service providers listed on Annex D hereof and any other service providers engaged with the approval of the Lead Investors in connection with the Transaction, including without limitationtransactions contemplated by the Purchase Agreement (collectively, the reasonable “Service Provider Expenses”) shall be allocated to and documented feespaid by each Investor, expenses and disbursements of lawyerspursuant to Section 7(a) above, accountantsaccording to its Allocation Percentage; provided that notwithstanding anything to the contrary herein, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of Service Provider Expenses that will be reimbursable to the Company Termination Fee to Lead Investors (if applicable) or payable by the Investors (other than any Failing if not previously paid by the Lead Investors) on pro rata basis according if the Transaction is not consummated, inclusive of any amounts paid in respect of Service Provider Expenses pursuant to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designeeSection 7(a), each Investor (includingshall not exceed $7,000,000, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for unless (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with any disputes (including litigation) with HFSG regarding the TransactionTransaction Agreements or (ii) at least five of the seven Lead Investors agree to increase such threshold to $8,000,000. Notwithstanding Annex D also sets forth an estimate of Service Provider Expenses for certain of the foregoingservice providers incurred as of the date hereof. (c) Each Investor agrees that, no Nonif the Transaction is not consummated, any and all costs, fees, charges, disbursements and other expenses reasonably incurred by the Lead Investors in furtherance of the Transaction or otherwise on behalf of the Investors, as a group, with respect to the Transaction and payable by the Acquisition Entities pursuant to the Purchase Agreement or pursuant to the Specified Third-Consenting Investor Party Reinsurance Binder (collectively, the “Buyer Transaction Expenses”) shall be responsible for Consortium Costs incurred allocated to and paid by each Investor, pursuant to Section 7(a) above, according to its Allocation Percentage, provided that the foregoing shall not apply to any Termination Fee payable pursuant to the Purchase Agreement, the obligations in respect of which shall be governed by the Limited Guaranties and Section 11 hereof. (d) Any additional party that becomes an Investor hereto after the termination date hereof in accordance with Section 13.6 (the “Reimbursing Investor”) shall pay to the other Investors an amount equal to the product of such Non-Consenting the Reimbursing Investor’s participation Allocation Percentage multiplied by the Total Expenses paid by all other Investors prior to the admission of the Reimbursing Investor (the “Reimbursement Amount”). Each of the other Investors shall receive a portion of the Reimbursement Amount based on the amount such Investor’s Investor Commitment is reduced in relation to the Transactionamount all Investors’ Investor Commitments are reduced upon the admission of the Reimbursing Investor. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not (e) If the Merger Transaction is consummated, the Acquisition Entities shall pay all Service Provider Expenses and Buyer Transaction Expenses. If any Investor has paid any Service Provider Expenses and/or Buyer Transaction Expenses pursuant to Section 7(a) or otherwise prior to the consummation of the Transaction, the Acquisition Entities shall survive reimburse such Investor for the amount of such expenses within ten (10) business days after Closing. The parties hereto agree to take all actions necessary to cause the Acquisition Entities to comply with the obligations set forth in this Section 7(e). (f) If Buyer or any Acquisition Entity receives any termination fee, expense reimbursement payment or any other payment for any reason in connection with any termination of the other terms Transaction Agreements (a “Termination Payment”), Buyer or such Acquisition Entity shall pay or cause to be paid to each Investor a percentage of this Agreementsuch Termination Payment proportionately based on the Investor Commitments, net of payment of Service Provider Expenses and Buyer Transaction Expenses.

Expense Sharing. 1.9.1 In 2.9.1 Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent or the Surviving Company will bear shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred by Parent, Merger Sub and jointly by all in connection with the InvestorsTransactions (“Consortium Transaction Expenses”), including, without limitation, (ia) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (iii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or Advisors, but excluding any fees, expenses and disbursements payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, any Investor Advisors unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors that may have been separately retained by such Investor. 1.9.2 In in connection with provision of debt financing (including any Alternative Financing) to support the event of a termination of Transactions (the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent “Debt Financing”) and (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investorsb) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Nonout-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Consortium Costs will be borne by such Investor; provided that if Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger is not consummated as a result Agreement results from the unilateral breach of the breach this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors of such Investors’ respective obligations under this Agreement(or his, or, if applicable, the Support Agreement her or such Investors’ respective Equity Commitment Lettersits Affiliates), then such the breaching Investor or Investors shall (A) be responsible for (i) all to pay the full amount of the Consortium CostsTransaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (ii) any payment obligations of Parent other than the Company and its subsidiaries), as the case may be, for the Merger Sub under Termination Fee paid by Merger Sub pursuant to Section 8.2(c8.06(b) of the Merger Agreement, or any guarantee of either Expenses paid by Merger Sub pursuant to Section 8.06(c) of the foregoing Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Limited Guarantees Merger Agreement, and (iii) any all of their other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees out-of-pocket costs and expenses (other than including any amounts payable by the Consortium CostsGuarantors in respect of the Guarantees) incurred in connection with the Transaction. Notwithstanding Transactions, including the foregoingreasonable fees, no Nonexpenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-Consenting breaching Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transactionand its Affiliates. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 2.9.4 The obligations under pursuant to this Section 1.9 2.9 shall exist remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this AgreementAgreement in accordance with Section 3.1.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx International LLP, Cxxxxxx Dxxx Xxxxxxx Xxxx & PxxxxxxXxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of-pocket costs and expenses incurred by Parentin connection with the Transaction, Merger Sub and jointly by all the Investors, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, financial advisors, consultants banking and other advisors and/or consultants that have been retained by Parent, Merger Sub or jointly by all the Investors Consortium (includingincluding Oxxxxx, for the avoidance of doubt, Kxxxxxxx Hxxxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd Sxxxxxxxx LLP (“Orrick”) and any other advisor of an Investor or consultant whose appointment and expenses are agreed to in writing in advance by all the Requisite Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyerslegal, accountantsaccounting, banking and other advisors and/or consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Requisite Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Requisite Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, financial advisors, consultants banking and other advisors and/or consultants that may have been separately retained by such InvestorInvestor (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according in proportion to the amount of their Commitmentsrespective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dxxx Xx Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Rollover Agreement or such Investors’ respective the Equity Commitment LettersLetter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees Guarantee and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 1.10.1 In the event the Merger is consummated, Holdco, Parent or the Surviving Company will bear all out-of-of pocket expenses incurred by Holdco, Parent, Merger Sub and jointly by all the Investors as a consortium (other than the Failing Investors, the “Consortium”), including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub Sub, the Consortium, Dream Data Services Limited (or jointly by all the Investors its Affiliates) or THL A19 Limited (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investorsor its Affiliates), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expensesexpenses other than any excessive amount disallowed under clause (i) above, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the debt financing sources, lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only Xxxxxxxx & Xxxxx, Xxx Kun Law Office, China Renaissance Securities (Hong Kong) Limited and PricewaterhouseCoopers are advisors retained by the Consortium with respect to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such InvestorMerger. 1.9.2 1.10.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee)Parent, Parent shall first pay, pay or cause to be paid, paid all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, distribute any remaining amount of the Company Termination Fee to the applicable Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitmentsin accordance with Section 1.9 hereof. 1.9.3 1.10.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee)Parent, each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it each Equity Investor will be responsible for its/, his or her proportionate share (determined by reference to the amount of its/his his/her Equity Commitment to the aggregate of Equity Commitments of the Equity Investors) of the Consortium Costs; provided that if the Merger Agreement is terminated and the Merger is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs incurred by the Closing Investor(s), (ii) any payment obligations of Parent and/or Merger Sub under Sections 8.2(c) and 8.2(d) of the Merger Agreement, or any guarantee pursuant to the Limited Guarantees and (iii) any other damages or losses of the Company; provided further that any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if . Each Failing Investor’s portion of the Merger Agreement total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder multiplied by (b) a fraction of which the numerator is terminated such Failing Investor’s Commitment, as applicable, and the Merger denominator is not consummated as a result the sum of the breach by one or more Investors of such all Failing Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the TransactionCommitments. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transactiontransaction. 1.9.4 1.10.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 1.10.5 The obligations under this Section 1.9 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Holdco or Parent or the Surviving Company will bear all out-of-of pocket expenses incurred by Holdco, Parent, Midco and Merger Sub and jointly by all the InvestorsSub, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Holdco, Parent, Midco or Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & PxxxxxxHuatai United Securities, CITIC Securities Co., Ltd KPMG and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), Fangda Partners) and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities actually paid or payable to the debt financing sources, lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Holdco, Parent, Midco and/or Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless Merger and only to the extent otherwise approved by all (ii) each of the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any for all of its out-of-pocket costs and expenses incurred by such individual Investor in connection with the TransactionMerger, including without limitation, the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, financial advisors, consultants and other advisors that may have been separately who were retained by each such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to any of the Parent (or its designee)Parties, the Parent Parties shall first pay, or cause to be paid, pay all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, distribute any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitmentsin accordance with Section 1.8 hereof. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to any of the Parent (or its designee)Parties, each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/its or his proportionate share (determined by reference to the amount of its/his its Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result due to the action or inaction of the breach by one Failing Investors or more the Terminated Defaulting Investors, such Failing Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or and Terminated Defaulting Investors shall (A) be responsible reimburse the Closing Investors for (i) all Consortium Costs incurred by the Consortium CostsClosing Investor(s), (ii) any payment obligations of the Parent and Merger Sub Parties under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; . Each Failing Investor or Terminated Defaulting Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors and Terminated Defaulting Investors hereunder multiplied by (Bb) reimburse a fraction of which the Closing numerator is such Failing Investor’s (or Terminated Defaulting Investor’s) Commitment, as applicable, and the denominator is the sum of all Failing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the TransactionTerminated Defaulting Investors’ Commitments. Notwithstanding the foregoing, no Non-Consenting Investor or Terminated Defaulting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transactiontransaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by Holdco or Parent.

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of-pocket costs and expenses incurred by Parentin connection with the Transaction, Merger Sub and jointly by all the Investors, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, financial advisors, consultants banking and other advisors and/or consultants that have been retained by Parent, Merger Sub or jointly by all the Investors Consortium (includingincluding Xxxxxx, for the avoidance of doubt, Kxxxxxxx Xxxxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd Xxxxxxxxx LLP (“Orrick”) and any other advisor of an Investor or consultant whose appointment and expenses are agreed to in writing in advance by all the Requisite Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyerslegal, accountantsaccounting, banking and other advisors and/or consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Requisite Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Requisite Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, financial advisors, consultants banking and other advisors and/or consultants that may have been separately retained by such InvestorInvestor (including without limitation, the fees and expenses of Orrick incurred in its capacity as Xxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Xxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according in proportion to the amount of their Commitmentsrespective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its capacity as Xxxx Xx Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Xxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Rollover Agreement or such Investors’ respective the Equity Commitment LettersLetter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees Guarantee and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In 2.9.1 Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred by Parent, Merger Sub and jointly by all in connection with the InvestorsTransactions (“Consortium Transaction Expenses”), including, without limitation, (ia) the reasonable and documented fees, expenses and disbursements of lawyers(i) the Consortium Advisors, accountantsbut excluding any fees, financial advisorsexpenses and disbursements payable to any Investor Advisors unless such fees, consultants expenses and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance disbursements of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses Advisors are agreed to in writing in advance by all the Requisite Investors), and (ii) any fees related banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Merger incurred by Parent and Merger Sub Transactions (all such fees and expenses, in the aggregate, the “Consortium CostsDebt Financing”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, ) and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any (b) out-of-pocket costs and expenses incurred by such individual any Investor or its Affiliates (other than Parent, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the TransactionTransactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 below does not apply), the EC Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to their respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, the Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then, subject to Section 2.3.2(iv)(2), such Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Parent, each non-breaching Investor and Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Parent Termination Fee paid by Parent pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Parent pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Parent pursuant to Section 8.06(f) of the Merger Agreement, any payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable and documented fees, expenses and disbursements of lawyersInvestor Advisors, accountantswithout prejudice to any claims, financial advisorsrights and remedies otherwise available to such non-breaching Investor and its Affiliates; provided, consultants and other advisors however, that may have been separately retained by such Investor. 1.9.2 In if the event failure of a the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach by Internet Opportunity of this Agreement or its Equity Commitment Letter, Internet Opportunity shall, in accordance no event, be liable pursuant to this Section 2.9.3 to pay an amount in excess of its Liability Pro Rata Portion of the amount that would have otherwise been payable by Internet Opportunity pursuant to this Section 2.9.3. “Liability Pro Rata Portion” means, with its terms in respect to Internet Opportunity, a fraction, the numerator of which a Company Termination Fee is paid to Parent the Equity Commitment of Internet Opportunity, and the denominator of which is the aggregate Equity Commitments of Internet Opportunity and the Sponsor Investors (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the TransactionAffiliates that are EC Investors). 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In (a) Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent or shall cause the Surviving Company will bear to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their and their Affiliates’ out-of-pocket costs and expenses incurred by Parent, Merger Sub and jointly by all in connection with the InvestorsTransactions (the “Consortium Transaction Expenses”), including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyersthe Consortium Advisors and the Investor Advisors listed in Exhibit C hereto, accountantsbut excluding any fees, financial advisorsexpenses and disbursements payable to any other Investor Advisors unless such fees, consultants expenses and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses disbursements are agreed to in writing in advance by all the Investors)Requisite Investors in writing, and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual any Investor or its Affiliates (other than Parent, Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the TransactionTransactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. (b) If the reasonable Merger Agreement is terminated prior to the Closing (and documented Section 2.8(c) does not apply), the Sponsor shall pay in a timely manner all of the Consortium Transaction Expenses and the Parent Termination Fee to be paid by the Parent pursuant to Section 9.02 of the Merger Agreement (if any). Notwithstanding the foregoing, the fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid any Investor Advisors to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (Investor other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In Founder and the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Nonout-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by any Investor other than the Consortium Costs will Founder with respect to the Company, including any fees, expenses and disbursements payable to any Investor Advisors retained for such purposes, shall be borne solely by the applicable Investor retaining such Investor; provided that if Investor Advisors. (c) If the failure of the Transactions to be consummated prior to termination of the Merger Agreement is terminated and results from the Merger is not consummated as a result unilateral breach of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective the Equity Commitment LettersLetter by one or more Investors, then such the breaching Investor or Investors shall (A) be responsible for (i) all to pay the full amount of the Consortium CostsTransaction Expenses and reimburse Parent, (ii) any payment obligations each non-breaching Investor and the Affiliates of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses such non-breaching Investor (other than the Consortium CostsCompany and its subsidiaries), as the case may be, for the Parent Termination Fee paid by Parent pursuant to Section 9.02 of the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantor in respect of the Guarantee) incurred in connection with the Transaction. Notwithstanding Transactions, including the foregoingreasonable fees, no Nonexpenses and disbursements of the Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-Consenting breaching Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transactionand its Affiliates. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 (d) The obligations under pursuant to this Section 1.9 2.8 shall exist remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this AgreementAgreement in accordance with Section 3.1.

Expense Sharing. 1.9.1 In the event the Merger Amalgamation is consummated, Parent or the Surviving Company will bear all out-of-pocket expenses incurred by Holdco, Parent, Merger Amalgamation Sub and jointly by all the Investorseach Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial tax advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Amalgamation Sub or jointly by all the Investors as a consortium (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors“Consortium”), and (ii) any fees related to the Merger incurred by Parent and Merger Sub Amalgamation (all such fees and expenses, in the aggregate, the “Consortium Costs”) and (iii) the reasonable and documented fees, expenses and disbursements of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (as a separate advisor retained by C-Bridge and Advantech), Ropes & Gxxx LLP (as a separate advisor retained by Vivo), and any other bona fide advisors separately engaged by any of the New Investors in connection with the Amalgamation (the “Separate Advisors Costs”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, tax advisors, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the MergerAmalgamation; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, (ii) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial tax advisors, consultants and other advisors that may have been separately be retained by such Investorthe Consortium after the date hereof as approved by the Requisite Investors; and (iii) Kxxxxxxx & Exxxx, Lazard Asia (Hong Kong) Limited, King and Wood Mallesons, Rxxxxxx & Co and Mxxxxx & Calder are advisors engaged by the Consortium in connection with the Amalgamation. 1.9.2 In the event of a termination of the Merger Amalgamation Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee)Parent, Parent shall first pay, pay or cause to be paid, paid all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, distribute any remaining amount of the Company Termination Fee to the applicable Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitmentsin accordance with Section 1.8 hereof. 1.9.3 In the event of a termination of the Merger Amalgamation Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee)Parent, each Investor agrees that each Investor (including, for including the avoidance of doubt, any Failing Investor and Investor(s) and/or the Non-Consenting InvestorInvestor(s) agrees that it to the extent the amount of the Equity Commitment of such Failing Investor(s) and/or Non-Consenting Investor(s) have not been accepted by the other Investors and/or one or more new investors approved by the Requisite Investors) will be responsible for its/its or his proportionate share (determined by reference to the amount of its/his its Equity Commitment (including rollover commitments) to the aggregate of Equity Commitments of the all Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Amalgamation Agreement is terminated and the Merger Amalgamation is not consummated as a result due to the action or inaction of the breach by one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all Consortium Costs and Separate Advisors Costs (if applicable) incurred by the Consortium CostsClosing Investor(s), (ii) any payment obligations of Parent and Merger Amalgamation Sub under Section 8.2(cSections 8.06(b) of the Merger Amalgamation Agreement, any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; provided further that if the Amalgamation Agreement is terminated as a result of a breach by one or more of the Rollover Investors or their respective directors or officers of the representation, warranty and covenant in Section 1.11.8 of this Agreement, none of the New Investors shall be responsible for any portion of the amounts referred to in the foregoing (i), (ii) or (iii), and the breaching Rollover Investor(s) shall reimburse each New Investor for (x) all Consortium Costs and Separate Advisors Costs incurred by such New Investor, (y) any payment obligations of Parent and Amalgamation Sub under Sections 8.06(b) of the Amalgamation Agreement or any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement payable by such New Investor, or any guarantee of either of the foregoing pursuant to the applicable Limited Guarantee of such New Investor and (Bz) reimburse any other damages or losses payable by such New Investor to the Closing Investors Company, for so long as such New Investor (a) is not a Failing Investor or (b) such New Investor would have been ready, willing and able to fund its Equity Commitment without such breach by the Rollover Investor(s) or their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transactiondirectors or officers of Section 1.11.8. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transactiontransaction. Any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger Amalgamation is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 In 2.9.1 Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred by Parent, Merger Sub and jointly by all in connection with the InvestorsTransactions (“Consortium Transaction Expenses”), including, without limitation, (ia) the reasonable and documented fees, expenses and disbursements of lawyers(i) the Consortium Advisors, accountantsbut excluding any fees, financial advisorsexpenses and disbursements payable to any Investor Advisors unless such fees, consultants expenses and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance disbursements of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses Advisors are agreed to in writing in advance by all the Requisite Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, banks and other financing sources (“Financing Banks”) and their advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with provision of debt financing (including any Alternative Financing) to support the Transaction, including without limitation, Transactions (the reasonable “Debt Financing”) and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investorsb) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Nonout-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any fees of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Parent, the Consortium Costs will be borne by such Investor; provided that if Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 below does not apply), the EC Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to their respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger is not consummated as a result Agreement results from the unilateral breach of this Agreement, the breach Support Agreement or any Equity Commitment Letter by one or more Investors of (or his, her or its Affiliates), then, subject to Section 2.3.2(iv)(2), such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all to pay the full amount of the Consortium CostsTransaction Expenses and reimburse Parent, each non-breaching Investor and Affiliates of such non-breaching Investor (ii) any payment obligations of other than the Company and its subsidiaries), as the case may be, for the Parent and Merger Sub under Termination Fee paid by Parent pursuant to Section 8.2(c8.06(b) of the Merger Agreement, or any guarantee of either Expenses paid by Parent pursuant to Section 8.06(c) of the foregoing Merger Agreement, any other costs and expenses paid by Parent pursuant to Section 8.06(f) of the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoingMerger Agreement, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment obligations of Consortium Costs hereunder, each Investor shall be entitled Parent pursuant to receive Section 6.07(e) of the Merger Agreement and review reasonable documentation all of such fees their other out-of-pocket costs and expenses. 1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

Expense Sharing. 1.9.1 (a) In the event the Merger is not consummated, Parent or the Surviving Company will bear then: (i) all reasonable and documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and jointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and excluding any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (iiReleased Investor) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, transactions contemplated by this Agreement and the Merger Agreement (including without limitationin each case, the reasonable and documented fees, costs and expenses of drafting and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained negotiating each applicable document) will be shared by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors on a Pro Rata Basis and (ii) each Investor (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Released Investor) agrees that it will be responsible for its/his its proportionate share (as determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investorson a Pro Rata Basis) of the Consortium Costs, reasonable and any fees and documented out-of-pocket expenses incurred by any Investor the Investors (other than any Released Investor), including the Consortium Costs reasonable fees, expenses and disbursements of their lawyers, and in the case of the Sponsor Investors (or each other Investor, to the extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, financial advisors, consultants and other advisors. Notwithstanding the foregoing, (a) a Released Investor will not be borne by such Investor; provided that responsible for any portion of the out-of-pocket expenses and fees described in the preceding sentence and may not seek or obtain reimbursement in respect of any out-of-pocket expenses and fees if the Merger Agreement is terminated and the Merger is not consummated as and (b) without limiting the rights against a result Failing Investor for a Breach of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, orin no event shall such Failing Investor be entitled to reimbursement of expenses pursuant to this Section 2.9(a). Furthermore, if applicablepayments of any Limited Guarantee obligations are covered by Section 2.12 of this Agreement and not by this Section 2.9. (b) In the event the Merger is consummated, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall cause Parent, Merger Subs and the Company to reimburse each Investor (A) be responsible for other than a Failing Investor under clause (i) all of the Consortium Costsdefinition thereof but including (x) each Released Investor in respect of out-of-pocket expenses and fees, incurred prior to such Investor becoming a Released Investor and (iiy) any payment obligations of Parent and Merger Sub each breaching Investor provided such Investor is not a Failing Investor under Section 8.2(cclause (i) of the Merger Agreementdefinition thereof) for all reasonable out-of-pocket expenses incurred by the Investors, or any guarantee including the reasonable fees, expenses and disbursements of either their lawyers, and in the case of the foregoing pursuant Sponsor Investors (or each other Investor, to the Limited Guarantees extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, consultants and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred advisors, in connection with the Transaction. Notwithstanding transactions contemplated by the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the TransactionMerger Agreement. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 (c) The obligations under this Section 1.9 2.9 shall exist whether or not the Merger is consummated, consummated and shall survive the any termination of the other terms of this Agreement, to the extent that such fees and expenses are not paid by the Company or Parent, in each case, subject to the terms hereof.

Expense Sharing. 1.9.1 In the event of a termination of the Merger Agreement in which a Termination Fee or reimbursement of Parent Expenses is consummatedpaid to Holding or Parent, Holding or Parent or the Surviving Company will bear as directed by Holding shall first pay all out-of-of pocket expenses incurred by ParentHolding, Merger Sub Parent and jointly by all the Investorseach Sponsor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Parent, Merger Sub or jointly by all the Investors (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd Holding and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), Sponsor and (ii) any fees (including any financing fees) related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For ) of the avoidance Sponsors from such payment, and in the case of doubtthe payment of a Termination Fee, distribute any remaining amount of the Consortium Costs shall include indemnities actually paid or payable Termination Fee, as applicable, to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors Sponsors in accordance with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 Section 1.4 above. In the event of a termination of the Merger Agreement in accordance with its terms in which a Company no Termination Fee or reimbursement of Parent Expenses is paid to Parent (Holding or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee)Parent, each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) Sponsor agrees that it will be responsible for its/his its proportionate share (determined by reference to the amount of its/his Commitment to the aggregate of Commitments of the Investorsits Commitment) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs . Each Sponsor will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) also be responsible for its proportionate share of any liability that any other Sponsor (ieach, an “Indemnifying Sponsor”) all incurs pursuant to indemnities that it has agreed to provide to its respective lawyers, accountants, consultants or other advisors (including, without limitation, debt financing sources, consultants and accountants) who have been engaged with respect to the Consortium CostsMerger; provided, (ii) that no such indemnification or contribution by the other Sponsors shall be required to the extent that the proximate cause of Indemnifying Sponsor’s obligation to indemnify any payment obligations of Parent and Merger Sub under Section 8.2(c) such third party is the Indemnifying Sponsor’s own conduct not undertaken at the direction or with the consent of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the TransactionSponsors. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor Sponsor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 . The obligations under this Section 1.9 1.5 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid directly by the Holding, Company or Parent.