Common use of Expenses and Fee Sharing Clause in Contracts

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section 2.2(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share shall pay (allocated as may be agreed among the Parties in proportion to their committed equity contributionParties) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with respect Section 2.2(b) unless and only to the Target, including any fees, extent such appointment and expenses and disbursements payable are agreed to Advisors retained for such purposesin advance by the Parties). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and (ii) costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties in accordance with Section 2.2(b)), incurred by such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated as may be agreed among the Parties, net of the costs and expenses required incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant to Section 3.01(bthe Parties).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section 2.2(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses of Holdco and the Consortium incurred by prior to or on behalf as a result of the Consortium in connection with termination of the Transaction, including any fees, fees and expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with respect Section 2.2(b) unless and only to the Targetextent such appointment and expenses are agreed to in advance by the Parties) on a pro rata basis in proportion to their ownership percentage of Holdco. Notwithstanding the foregoing, including the fees and expenses of any fees, expenses and disbursements payable Advisors to Advisors retained for such purposesthe Chairman Parties shall be borne by the Chairman Parties. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b)) and (ii) any due diligence advisors engaged financing banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity ownership in the Holdco or otherwise as may be agreed in writing among the Parties, net of the costs and expenses required incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant to Section 3.01(bthe Parties).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by the Partieseach Initial Consortium Member). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree each Party agrees to share (allocated ratably based on such Party’s Contemplated Ownership Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to or in connection with the termination of the Transaction, including any fees, expenses and disbursements termination fee payable to the Company pursuant to the Merger Agreement and any fees and expenses payable to Joint Advisors retained for or on behalf by the Buyer Consortium (other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by each Initial Consortium Member). The Parties shall be entitled to receive, including on a pro rata basis in accordance with their respective Contemplated Ownership Percentages, any feestermination or other fees or amounts payable, directly or indirectly, to Holdco by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and disbursements payable required to Advisors retained for such purposesbe borne by them pursuant to this Section 3.1(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties Party(ies) shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, termination fee payable to the Company pursuant to the Merger Agreement and any fees and expenses and disbursements of (i) Joint Advisors retained by the Parties Buyer Consortium and (ii) including the fees and costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties, incurred by each such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties Consortium Members for, or pay on behalf of the PartiesConsortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs reasonable fees, expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed other than fees, expenses and disbursements of any separate Advisors retained by a Consortium Member pursuant to in writing by the PartiesSection 2.2(b)). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties Consortium Members agree to share that: (allocated among the Parties in proportion to their committed equity contributioni) the each Consortium Member shall bear all fees and out-of-pocket costs and expenses separately incurred by or on behalf of the Consortium it in connection with the TransactionTransaction (including, including without limitation, any fees, expenses and disbursements payable to of any separate Advisors retained for or on behalf by it pursuant to Section 2.2(b)); and (ii) each Consortium Member shall bear a percentage, equal to its planned equity beneficial ownership percentage of Holdco immediately after the consummation of the Consortium or the Transaction (“Planned Equity Participation”), of all fees and out-of-pocket costs and expenses incurred (A) payable in connection with any due diligence investigation conducted the Transaction to Advisors to the Consortium retained by the Parties with respect Consortium Members as specified in Section 2.2(a) or any lender or other financing sources or (B) incurred by the Consortium in the defense, pursuit or settlement of any disputes or litigation relating to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesTransaction. (c) If the Transaction is not consummated due to the willful misconduct or unilateral breach of this Agreement by one or more PartiesConsortium Members, then the breaching Party or Parties Consortium Member(s) shall reimburse any non-breaching Party or Parties Consortium Member(s) for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including including, without limitation, any fees, expenses and disbursements of (i) Advisors retained by the Parties Consortium Members (which shall include the fees, expenses and (ii) disbursements of any due diligence advisors engaged separate Advisors retained by the a Consortium in connection with the Transaction, if anyMember pursuant to Section 2.2(b)), without prejudice to any rights and remedies otherwise available to such any non-breaching PartyConsortium Member. (d) Each Party Consortium Member shall be entitled to receivereceive a percentage equal to its Planned Equity Participation of any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub any subsidiary of Holdco by the Target pursuant to the Merger Agreement, net of the costs and expenses required to be borne incurred by them the Consortium in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Consortium (other than fees, expenses and disbursements of any separate Advisors retained by a Consortium Member pursuant to Section 3.01(b2.2(b)).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransactions are consummated, then, at or immediately following the Closing, the Surviving Company Corporation shall reimburse the Parties parties for, or pay on behalf of the Partiesparties, as the case may be, all of the reasonable documented fees and out-of-pocket costs and expenses incurred by each party in connection with the Transactions, including the reasonable fees, expenses and disbursements of legal, accounting, banking and other advisors and/or consultants of (x) Parent and Merger Sub and (y) of each other party, which appointments have been approved by Sponsor and Significant Stockholder in advance (collectively, “Advisors”). (b) Subject to Section 10(f), (i) if the Transactions are terminated or this Agreement is terminated prior to the Closing pursuant to Section 14 and (ii) Section 10(c) does not apply, Sponsor agrees to bear 63% and Significant Stockholder agrees to bear 37% of the reasonable documented fees and out-of-pocket costs and expenses in connection with the Transactions incurred prior to the termination of this Agreement that are payable by (x) Parent, Merger Sub, Sponsor and Significant Stockholder to their respective Advisors and (y) the Management Stockholders to the Advisors jointly retained by them, which appointments have been approved by the Sponsor and Significant Stockholder in advance, in the case of clause (y), in a total amount not in excess of US$750,000. (c) If the Transactions are not consummated or this Agreement is terminated prior to the Closing due to the breach of any provision set forth under this Agreement or the Equity Commitment Letters, if applicable, by one or more parties other than Xxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxx (each a “Breaching Party”), then such Breaching Parties shall reimburse any non-breaching party other than Xxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxx for all fees and out-of-pocket costs and expenses incurred in connection with the TransactionTransactions, including, without limitation, the costs including (x) any fees and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching party and (y) any Parent Termination Fee and/or Parent Expense Reimbursement or other damages or losses payable to the Company. If there is more than one Breaching Party, each such Breaching Party or Parties shall be severally liable for all its pro rata share of its or their out-of-pocket costs the fees and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements based on such Breaching Party’s contemplated ownership of (i) Advisors retained by Parent upon the Parties and (ii) any due diligence advisors engaged by consummation of the Consortium in connection with Transactions vis-a-vis the Transaction, if any, contemplated ownership of Parent of the other Breaching Party upon the consummation of the Transactions. The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Partyparty. For the avoidance of doubt, subject to Significant Stockholder having complied with its obligations under this Agreement, the failure to obtain the Requisite Significant Stockholder Stockholder Approval shall not be deemed as breach of any provision under this Agreement or the Equity Commitment Letter provided by Significant Stockholder. (d) Each Party For the avoidance of doubt, the parties acknowledge that (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP has been engaged as international legal counsel to provide international legal services to Sponsor in connection with the Transactions and this Agreement in addition to it acting as the international legal counsel to Parent and Merger Sub in connection with the Transactions; (ii) Xxxxx & XxXxxxxx has been engaged as international legal counsel to provide international legal services to Significant Stockholder and (iii) Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP has been engaged as international legal counsel to provide international legal services to Management Stockholders in connection with the Transactions and this Agreement. The parties further acknowledge that (w) PricewaterhouseCoopers LLP has been engaged as accounting advisor, (x) Fangda Partners has been engaged as PRC legal counsel, (y) McKinsey has been engaged as industry consultant and (z) Xxxxxxx Sachs has been engaged as financial advisor, in each case to Parent and Merger Sub in connection with the Transactions. (e) Sponsor and Significant Stockholder shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportionan equal basis, any termination or other fees or amounts payable to Holdco Parent or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to this Section 3.01(b10. (f) The obligation of Sponsor, Significant Stockholder and Management Stockholders under this Agreement is several (and not joint or joint and several).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the PartiesSection 2.2(b)). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses of Holdco and the Consortium incurred by prior to or on behalf as a result of the Consortium in connection with termination of the Transaction, including any fees, fees and expenses and disbursements payable to the Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including (other than fees and expenses of any fees, expenses and disbursements payable to separate Advisors retained for such purposesby the Parties in accordance with Section 2.2(b)), on a pro rata basis in proportion to their proposed committed equity ownership in the Holdco. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the non-breaching Parties in accordance with Section 2.2(b)) and (ii) any due diligence advisors engaged financing banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity ownership in the Holdco or otherwise as may be agreed in writing among the Parties, net of the costs and expenses required to be borne incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by them pursuant to the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 3.01(b2.2(b)).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation, (ii) the retention by the Consortium of a financial due diligence advisor, (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iiiiv) the retention of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.03(b) unless otherwise agreed to in writing advance by the PartiesParties in writing). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.03(b) unless otherwise agreed to in advance by the Parties in writing). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.03(b)) and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated, at or immediately following such consummation, the Surviving Company Consortium, through the acquisition vehicle formed to consummate the Transaction or the Company, shall reimburse the Parties Consortium Members (or their respective designees) for, or pay on behalf of the PartiesConsortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any including, without limitation, the fees, expenses and disbursements payable to Advisors of advisors retained for or on behalf of jointly by the Consortium Members under Section 1.03(a) (collectively, the “Consortium Expenses”). (b) If the Transaction is not eventually consummated or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties this Agreement is terminated with respect to any withdrawing Consortium Member pursuant to Section 4.01(a), in each case, without any breach of this Agreement by any Consortium Member, the TargetConsortium Members agree to share, including any feesratably based on each Consortium Member’s Respective Proportion, expenses the lesser of (i) the Consortium Expenses incurred prior to the termination of this Agreement with respect to all Consortium Members or with respect to such withdrawing Consortium Member, as the case may be, and disbursements payable to Advisors retained for (ii) US$1,500,000, and pay such purposesamount promptly upon receipt of invoices. (c) If the Transaction is not eventually consummated due to the unilateral a breach of this Agreement by one or more PartiesConsortium Members, then the breaching Party or Parties shall Consortium Member(s) shall, jointly and severally, pay the Consortium Expenses and reimburse any each non-breaching Party or Parties Consortium Member for the Consortium Expenses and all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any feesadvisor fees and expenses (including fees and expenses of any financing banks), expenses and disbursements of (i) Advisors retained incurred by the Parties and (ii) any due diligence advisors engaged by the such Consortium Member in connection with the Transaction, if any, without prejudice to any rights Process and/or the Transaction and remedies otherwise available to pay or reimburse such non-breaching PartyConsortium Expenses promptly upon receipt of invoices. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their and the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors that have been retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the DocumentationSection 2.02(b), including regulatory filings made or to which shall only be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise reimbursed if such appointments are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.019.11, if the Transaction is not consummated terminated or this Agreement is terminated prior to the Closing of the Transaction pursuant to ARTICLE V (and Section 3.01(c) below does not apply), (i) IDG and the Parties Senior Management Members each agree to share (allocated among the Parties in proportion to bear their committed equity contribution) the own out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including Transaction incurred prior to the termination of this Agreement and (ii) the Senior Management Members jointly and severally agree to pay any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred that are payable by the Consortium in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesTransaction. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement any provision set forth in ARTICLE IV by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) the Advisors retained by the Parties (including the fees and costs of any separate Advisors who have been retained by the Parties in accordance with Section 2.02(b)) and (ii) any due diligence advisors engaged the Financing Banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, . The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Party. (d) Each Party For the avoidance of doubt, the appointments of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP pursuant to Section 2.02 have been approved by IDG and all other Parties for purposes of ARTICLE III. (e) The Parties shall be entitled to receive, on a pro rata basis receive in accordance with its Respective Proportion, proportion to their allocated equity ownership in Holdco any termination or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall or shall cause the Surviving Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with Transaction (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation“Consortium Transaction Expenses”), including regulatory filings made or to be made pursuant to the Merger Agreementreasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed and reasonable fees, expenses and disbursements payable to in writing any separate Advisors retained by the Partiesa Principal Investor pursuant to Section 2.3(b). (b) Subject If (i) Parent has not entered into the Merger Agreement prior to the provisions termination of Section 4.01, if this Agreement or (ii) the Transaction is not consummated or this Merger Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contributionthe number of Parent shares each would hold if the Closing had occurred) the out-of-pocket costs and expenses Consortium Transaction Expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the failure to enter into the Merger Agreement as described in Section 3.1(b), or the failure of the Transaction is not to be consummated due prior to termination of the Merger Agreement, results primarily from the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any the reasonable fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 2.3(b), without prejudice to any claims, rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Parent by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to the number of Parent Shares each would hold if the Closing had occurred, net of all costs and expenses incurred in connection with the expenses required to be borne by them pursuant to Section 3.01(b)Transaction, including, without limitation, the Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation, (ii) the retention by the Consortium of Advisors, including financial due diligence advisors, if any, (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iiiiv) the retention of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.03(b) unless otherwise agreed to in writing advance by the PartiesParties in writing) (collectively, the “Consortium Transaction Expenses”). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (the Consortium Transaction Expenses allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection accordance with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf Respective Proportion of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposeseach Party. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs Consortium Transaction Expenses and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) any separate Advisors retained by the Parties and (iisuch non-breaching Party pursuant to Section 2.03(b)) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall or shall cause the Surviving Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with Transaction (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation“Consortium Transaction Expenses”), including regulatory filings made or to be made pursuant to the Merger Agreementreasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed and reasonable fees, expenses and disbursements payable to in writing any separate Advisors retained by the PartiesOcean and Ctrip pursuant to Section 2.3(b). (b) Subject If (A) Parent has not entered into the Merger Agreement prior to the provisions termination of Section 4.01, if this Agreement or (B) the Transaction is not consummated or this Merger Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contributionthe number of Parent shares each would hold if the Closing had occurred) the out-of-pocket costs and expenses Consortium Transaction Expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the failure to enter into the Merger Agreement as described in Section 3.1(b), or the failure of the Transaction is not to be consummated due prior to termination of the Merger Agreement, results primarily from the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any the reasonable fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 2.3(b), without prejudice to any claims, rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Parent by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to the number of Parent Shares each would hold if the Closing had occurred, net of all costs and expenses incurred in connection with the expenses required to be borne by them pursuant to Section 3.01(b)Transaction, including, without limitation, the Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.4(b) unless otherwise agreed to in writing advance by the PartiesParties in writing). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties Sponsors agree to share (allocated among the Parties Sponsors in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (“Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties Sponsors with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.4(b) unless otherwise agreed to in advance by the Parties in writing); provided that, if (i) an agreement and plan of merger (or similar document) with respect to the Transaction is executed by the Target and a consortium which includes a Major Shareholder Party and (ii) the Initial Sponsor does not participate in the Transaction for whatever reason, the Initial Sponsor shall not be responsible for any Consortium Transaction Expenses. Notwithstanding the foregoing, in situations where this Section 3.1(b) applies, (x) the fees, expenses and disbursements of any Advisors to the Major Shareholder Parties (including WSGR, which for the purposes of this Section 3.1(b) shall be deemed to be an Advisor solely to the Major Shareholder Parties) shall be borne solely by the Major Shareholder Parties, and (y) the fees, expenses and disbursements of any Advisors to the Initial Sponsor (including WGM, which for the purposes of this Section 3.1(b) shall be deemed to be an Advisor solely to the Initial Sponsor) and the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Initial Sponsor with respect to the Target shall be borne solely by the Initial Sponsor. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.4(b)) and (ii) any due diligence advisors financing banks engaged by the Consortium in connection with the Transaction, if anyDebt Financing, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity ownership in the Holdco, net of all costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses required to be borne and disbursements of Advisors retained by them the Parties (other than the fees, expenses and disbursements of any separate Advisors retained by any Party pursuant to Section 3.01(b2.4(b) unless otherwise agreed to in advance by the Parties in writing).

Expenses and Fee Sharing. (a) Upon consummation Each of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case Consortium Member may be, all of their incur out-of-pocket costs fees and expenses incurred on its own behalf in connection with the TransactionTransaction (such fees and expenses incurred by each Consortium Member in connection with any inter-Consortium Member agreements or arrangements, “Individual Expenses”). Furthermore, the Consortium Members may incur other fees and expenses on behalf of the Consortium in connection with the Transaction (all such fees and expenses other than Individual Expenses, “Consortium Expenses”), including, without limitation, the costs fees and expenses associated with (i) the negotiation, delivery and execution of the Documentationjoint Advisors retained by the Consortium pursuant to Section 2.2(a), (ii) of any proxy solicitors, and (iii) in connection with any actions taken on behalf of Holdco or the Consortium in accordance with the terms of the Documentationdefinitive agreements, including regulatory filings made or to be made pursuant to the Merger Agreement; provided, and (iii) however, that each Consortium Member shall obtain the retention of Advisors by the Parties other Consortium Member’s consent prior to incurring any Consortium Expenses over US$50,000 in any single engagement or the Consortium (unless otherwise agreed to in writing by the Parties)transaction. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated consummated, then, at or this Agreement is terminated prior to immediately following the Closing of the Transaction (and Section 3.01(c) below does not apply)Closing, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium Holdco or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetSurviving Company shall pay (if applicable, including any fees, expenses and disbursements payable to Advisors retained for such purposesthrough reimbursement of a Consortium Member) all Consortium Expenses. (c) If the Transaction is not consummated and such failure to consummate is not due to the unilateral any breach by any Consortium Member of this Agreement or any other agreements entered into by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium Member in connection with the Transaction, if any, without prejudice to each Consortium Member shall be responsible for its proportionate share of the Consortium Expenses based on such Consortium Member’s proposed shareholding percentage in Holdco as of Closing (exclusive of the any rights and remedies otherwise available to such non-breaching Partyshare capital reserved in connection with any equity incentive plan). (d) Each Party If the Transaction is not consummated due to a breach by any Consortium Member (a “Breaching Consortium Member”) of this Agreement or any other agreements entered into by such Consortium Member in connection with the Transaction (a “Consortium Member Breach”), such Breaching Consortium Member shall be responsible for (i) its own and the other non-breaching Consortium Members’ Individual Expenses, (ii) its own and the other non-breaching Consortium Members’ share of any amounts payable by them pursuant to Section 3.1(f), and (iii) all Consortium Expenses, in addition to any liability for its breach of this Agreement and any other agreements entered into by any Consortium Member in connection with the Transaction. In the event of a Consortium Member Breach, the Breaching Consortium Members shall, jointly and severally, cause Breaching Consortium Members to cure such Consortium Member Breach (to the extent that such Consortium Member Breach is curable) to the satisfaction of the non-breaching Consortium Members (it being understood that any cure shall be without recourse to cash or assets of the Consortium). Without limiting the obligations of the Breaching Consortium Members or the rights of the non-breaching Consortium Members set forth in this Section 3.1(d), the Breaching Consortium Members shall, jointly and severally, indemnify the non-breaching Consortium Members and their respective Affiliates, limited partners, members, shareholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Consortium Member Breach by the Breaching Consortium Members paid, suffered, sustained or incurred by the Indemnitees, resulting from, or arising out of, or due to, any Consortium Member Breach by the Breaching Consortium Members. (e) If applicable, each Consortium Member shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive such Consortium Member’s proportionate share of any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them it pursuant to the provisions herein. (f) Subject to Section 3.01(b)3.1(d) and Section 9.11, each Consortium Member shall pay its proportionate share (based on such Consortium Member’s proposed shareholding in Holdco as of Closing) of any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any dispute or litigation relating to the foregoing) payable by Holdco or Acquisition Company under the Merger Agreement, net of the expenses required to be borne by it pursuant to this Section 3.1.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties Consortium Members for, or pay on behalf of the PartiesConsortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs reasonable fees, expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed other than fees, expenses and disbursements of any separate Advisors retained by a Consortium Member pursuant to in writing by the PartiesSection 2.2(b)). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties Consortium Members agree to share that: (allocated among the Parties in proportion to their committed equity contributioni) the each Consortium Member shall bear all fees and out-of-pocket costs and expenses separately incurred by or on behalf of the Consortium it in connection with the TransactionTransaction (including, including without limitation, any fees, expenses and disbursements payable to of any separate Advisors retained for or on behalf by it pursuant to Section 2.2(b)); and (ii) each Consortium Member shall bear a percentage, equal to its planned equity beneficial ownership percentage of Holdco immediately after the consummation of the Consortium or the Transaction (“Planned Equity Participation”), of all fees and out-of-pocket costs and expenses incurred (A) payable in connection with any due diligence investigation conducted the Transaction to Advisors to the Consortium retained by the Parties with respect Consortium Members as specified in Section 2.2(a) or any lender or other financing sources or (B) incurred by the Consortium in the defense, pursuit or settlement of any disputes or litigation relating to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesTransaction. (c) If the Transaction is not consummated due to the willful misconduct or unilateral breach of this Agreement by one or more PartiesConsortium Members, then the breaching Party or Parties Consortium Member(s) shall reimburse any non-breaching Party or Parties Consortium Member(s) for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including including, without limitation, any fees, expenses and disbursements of (i) Advisors retained by the Parties Consortium Members (which shall include the fees, expenses and (ii) disbursements of any due diligence advisors engaged separate Advisors retained by the a Consortium in connection with the Transaction, if anyMember pursuant to Section 2.2(b)), without prejudice to any rights and remedies otherwise available to such any non-breaching PartyConsortium Member. (d) Each Party Consortium Member shall be entitled to receivereceive a percentage equal to its Planned Equity Participation of any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Acquisition Company by the Target pursuant to the Merger Agreement, net of the costs and expenses required to be borne incurred by them the Consortium in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Consortium (other than fees, expenses and disbursements of any separate Advisors retained by a Consortium Member pursuant to Section 3.01(b2.2(b)).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties pursuant to Section 2.03(a) incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party) (collectively, the Consortium “Investor Expenses”); provided, however, that the Surviving Company shall not be required to reimburse any Party for any out-of-pocket costs, expenses and fees applicable solely to such Party in connection with its Participation in the Transaction, including any costs, expenses and fees incurred by such Party (x) in connection with any separate representation of such Party as contemplated by Section 2.03(b) of this Agreement, (y) to obtain approvals or waivers and consents applicable solely to such Party as contemplated by Section 2.04 of this Agreement (collectively the “Excluded Investor Expenses”), which shall be borne solely by the Party incurring such costs, expenses and fees unless otherwise agreed to in writing advance by the Parties)Parties in writing. (b) Subject to the provisions of Section 4.01, if If the Transaction is not eventually consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Party, the Parties agree to share (allocated among the Parties share, on a pro rata basis in proportion to accordance with their committed equity contribution) the Respective Proportions, out-of-pocket costs costs, expenses and expenses fees incurred by or on behalf of the Consortium Parties in connection with the Transaction, including (i) any feescosts, expenses and disbursements fees payable to Advisors retained for appointed by the Parties under Section 2.03(a) of this Agreement, and (ii) any termination or on behalf other fees or amounts payable to the Target by Parent or Merger Sub (or one or more of its Affiliates or designees) pursuant to the Merger Agreement, (iii) any costs, fees and expenses payable by any Party incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (whether or not incurred prior to any termination of this Agreement) or (iv) any costs, fees and expenses related to the establishment and deregistration of Holdco, BVI I, Parent and Merger Sub; provided, however, that none of the Consortium or Parties shall be required to share any Excluded Investor Expenses incurred by another Party, which shall be borne solely by such Party incurring such Excluded Investor Expenses. Notwithstanding anything to the out-of-pocket costs contrary contained herein, the Sponsors shall be solely responsible for and share, on a pro rata basis in accordance with their Respective Proportions, the fees and expenses of King & Wood and KPMG incurred in connection with any due diligence investigation of the Target and its business conducted by King & Wood and KPMG (the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes“Sponsors Due Diligence Expenses”). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall jointly and severally pay or reimburse (as applicable) any non-breaching Party or Parties for all of its or their out-of-pocket costs costs, expenses and expenses fees incurred in connection with this Transaction, including any feessuch costs, expenses and disbursements of fees set forth in clauses (i) Advisors retained by the Parties and ), (ii) and (iii) of Section 3.01(b), and any due diligence advisors Financing Banks engaged by the Consortium in connection with the TransactionDebt Financing, if any, in each case without prejudice to any rights and remedies otherwise available to such non-breaching PartyParties. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco Parent or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company Target shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section 2.2(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share ratably based on such Party’s planned equity participation (allocated which for the avoidance of doubt shall include any rollover equity of such Parties) or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with respect Section 2.2(b) unless and only to the Target, including any fees, extent such appointment and expenses and disbursements payable are agreed to Advisors retained for such purposesin advance by the Parties). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b)) and (ii) any due diligence advisors engaged financing banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company Target shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section 2.2(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties Sponsors agree to share ratably based on such Sponsor’s planned equity participation (allocated which for the avoidance of doubt shall include any rollover equity of such Sponsors) or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) Sponsors the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with respect Section 2.2(b) unless and only to the Target, including any fees, extent such appointment and expenses and disbursements payable are agreed to Advisors retained for such purposesin advance by the Parties). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b)) and (ii) any due diligence advisors engaged financing banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall or shall cause the Surviving Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with Transaction (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation“Consortium Transaction Expenses”), including regulatory filings made or to be made pursuant to the Merger Agreementreasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed and reasonable fees, expenses and disbursements payable to in writing any separate Advisors retained by the PartiesOcean Management and Ctrip pursuant to Section 2.3(b). (b) Subject If (i) Parent has not entered into the Merger Agreement prior to the provisions termination of Section 4.01, if this Agreement or (ii) the Transaction is not consummated or this Merger Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contributionthe number of Parent shares each would hold if the Closing had occurred) the out-of-pocket costs and expenses Consortium Transaction Expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the failure to enter into the Merger Agreement as described in Section 3.1(b), or the failure of the Transaction is not to be consummated due prior to termination of the Merger Agreement, results primarily from the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any the reasonable fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 2.3(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Parent by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to the number of Parent Shares each would hold if the Closing had occurred, net of all costs and expenses incurred in connection with the expenses required to be borne by them pursuant to Section 3.01(b)Transaction, including, without limitation, the Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon the consummation of the Transaction, the Parties shall procure the Surviving Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction and the Debt Financing, including, without limitation, the costs reasonable fees and expenses associated with of any Advisors retained by the Parties (i) including any fees and expenses of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the PartiesSection 2.2(b)). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among share, ratably based on each Party’s Respective Proportion, the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction and the Debt Financing incurred prior to or as a result of the termination of the Transaction, including any fees, reverse termination fee (if any) payable by Holdco or Merger Sub to the Target pursuant to the Merger Agreement and any reasonable fees and expenses and disbursements payable to (i) Advisors retained for or on behalf by the Parties (other than any fees and expenses of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b), which shall be borne by the Party who engaged such Advisor, unless and only to the extent such appointment and expenses are agreed to in advance by the Founder Parties and the Sponsor Parties) (with respect to a Party, the portion of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties Transaction and the Debt Financing allocated to such Party in accordance with respect to the Targetforegoing, including any fees, expenses and disbursements payable to Advisors retained for such purposesParty’s “Pro Rata Expenses”). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their reasonable out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) any Advisors retained by the Parties (including the fees and (ii) expenses of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties in accordance with Section 2.2(b)) incurred by such non-breaching Party in connection with the Transaction, if anyTransaction and the Debt Financing, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger AgreementAgreement (to the extent applicable), to be allocated based on each Party’s Respective Proportion, net of the fees and expenses required to incurred in connection with the Transaction and the Debt Financing, including, without limitation, any reasonable fees and expenses of any Advisors retained by the Parties (other than any fees and expenses of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b), which shall be borne by them pursuant the Party who engaged such Advisor, unless and only to Section 3.01(bthe extent such appointment and expenses are agreed to in advance by the Founder Parties and the Sponsor Parties).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Surviving Company Closing, Parent (or another entity agreed by the Consortium Members) shall reimburse the Parties Consortium Members (or their respective designees) for, or pay on behalf of the PartiesConsortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs reasonable fees, expenses and disbursements of Advisors retained jointly by the Consortium Members to the extent such appointment and expenses associated with are agreed to in advance (i) the negotiation, delivery other than fees and execution costs of the Documentation, (ii) any actions taken separate Advisors who were retained by a Consortium Member in accordance with the terms Section 2.03(b)) and any Claims paid by any Consortium Member (other than as a result of the Documentationfraud, including regulatory filings made willful misconduct or to be made pursuant to willful breach of this Agreement by such Consortium Member) (collectively, the Merger Agreement, and (iii) the retention of Advisors by the Parties or the “Consortium (unless otherwise agreed to in writing by the PartiesExpenses”). (b) Subject to the provisions of Section 4.01, if If the Transaction is not eventually consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Consortium Member, the Parties Consortium Members agree to share (allocated among the Parties in proportion to their committed equity contribution) share, ratably based on each Consortium Member’s Respective Proportion, the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the TransactionTransaction incurred prior to the termination of this Agreement, including any fees, fees and expenses and disbursements payable to the Advisors retained for or on behalf of jointly by the Consortium or Members to the extent such appointment and expenses are agreed to in advance (other than fees and costs of any separate Advisors who were retained by a Consortium Member in accordance with Section 2.03(b)). If it is finally determined in accordance with Section 10.08 that: (i) a Consortium Member has breached this Agreement; and (ii) such breach has resulted in the Transaction not being consummated, then such breaching Consortium Member shall reimburse any non-breaching Consortium Member for all out-of-pocket costs and expenses, including any Advisor fees and expenses (including fees and expenses of any financing banks), incurred by the non-breaching Consortium Members in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesTransaction. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Each Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party Member shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable payable, directly or indirectly, to Holdco or Merger Sub Parent by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the DocumentationMerger Agreement, any Debt Financing documentation and the other Documentation and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed to in writing including any separate Advisors who have been approved by the PartiesParties in accordance with Section 2.03(b)) incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party) (collectively, the “Investor Expenses”). (b) Subject to the provisions of Section 4.01, if If the Transaction is not eventually consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Party, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the share, ratably based on each Party’s Respective Proportion, out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the TransactionTransaction incurred prior to the termination of this Agreement, including any fees, fees and expenses and disbursements payable to the Advisors retained (including any separate Advisors who have been approved by the Parties in accordance with Section 2.03(b)). If it is finally determined in accordance with Section 10.09 that (i) a Party has breached this Agreement, and (ii) such breach has resulted in the Merger not being consummated, then such breaching Party shall be liable to reimburse any non-breaching Party for or on behalf of the Consortium or the any out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Targetexpenses, including any feesAdvisor fees and expenses, expenses and disbursements payable to Advisors retained for such purposes. (c) If incurred by the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (dc) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section 2.2(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties Sponsors agree to share (allocated as may be agreed among the Parties in proportion to their committed equity contributionSponsors) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with respect Section 2.2(b) unless and only to the Targetextent such appointment and expenses are agreed to in advance by the Parties). Notwithstanding the foregoing, the fees and expenses of any Advisors to the Chairman Parties (including any feesSkadden, expenses and disbursements payable to Advisors retained for such purposesArps, Slate, Xxxxxxx & Xxxx LLP) shall be borne solely by the Chairman Parties. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b)) and (ii) any due diligence advisors engaged financing banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Sponsors shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated as may be agreed among the Sponsors, net of the costs and expenses required incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by the Parties in accordance with Section 2.2(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant to Section 3.01(bthe Parties).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their and the Consortium’s out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, (ii) the retention by the Consortium or a Party of a financial due diligence advisor (a “Financial Due Diligence Advisor”), and (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, in each case, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (unless otherwise agreed to in writing including any separate Advisors who have been approved by the PartiesParties in accordance with Section 2.02(b)) incurred in connection with the foregoing and, subject to Section 4.01, incurred in connection with any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated terminated or this Agreement is terminated with respect to any Party prior to the Closing closing of the Transaction (and Section 3.01(c) below does not apply)pursuant to ARTICLE VI hereof without any breach by any Party, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the share, ratably based on each Party’s Respective Proportion, reasonable out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the TransactionTransaction incurred prior to the termination of this Agreement, if any, without prejudice including any fees and expenses payable to the Advisors (including any rights and remedies otherwise available to such non-breaching Partyseparate Advisors who have been approved by the Parties in accordance with Section 2.02(b)). (dc) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon Subject to Section 3.1(d), upon consummation of the Transaction, the Surviving Lead Investor shall cause the Company shall (or its successor in interests) to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with : (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the all out-of-pocket costs and expenses incurred by or on behalf the Parties as approved by the Lead Investor in writing before incurring such costs and expense (including the reasonable fees and expenses of the Consortium in connection with the TransactionAdvisors retained by a Party pursuant to Section 2.2(b)), including any and (ii) fees, expenses and disbursements payable to any Joint Advisors retained for or on behalf of as contemplated by Section 2.2(a) (such costs and expenses under this subsections (i) and (ii), the “Consortium Transaction Expenses”). (b) If the Transaction is not consummated (and Sections 3.1(c) and 3.1(d) do not apply), and subject to Section 5.5, (i) the Lead Investor shall pay the Consortium or the out-of-pocket Transaction Expenses; and (ii) each Party shall bear its own costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, Transaction including any fees, expenses and disbursements payable to Advisors retained for any separate Advisor engaged by such purposesParty as contemplated by Section 2.2(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement (or any other relevant agreement) by one or more Parties, then the breaching Party such Party(ies) shall, severally (and not jointly or Parties shall jointly and severally), reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this the Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements of (i) payable to separate Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium such non-breaching Party pursuant to Section 2.2(b), in connection with the Transaction, if any, each case without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) If a Party ceases to be a Party (including by way of breach of this Agreement, or as a result of such Party’s withdrawal from the Consortium pursuant to Section 1.1(b) or Section 1.4(e)) prior to the consummation of the Transaction, then such Party shall be responsible for, and shall pay, its Pro Rata Share (as defined below) of the Consortium Transaction Expenses incurred or accrued as of the date of its ceasing to be a Party, or such a lower amount as otherwise determined in good faith by the Lead Investor. For the avoidance of doubt, such Party shall not be responsible for any Consortium Transaction Expenses incurred or accrued after such time as such Party ceases to be a Party other than under the circumstances described in Section 3.1(c). (e) Each Party of the Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger AgreementDefinitive Agreements, net of the expenses required Consortium Transaction Expenses, to be borne allocated pro rata among the Parties in proportion to their respective Contemplated Ownership Percentages as set forth in the then-effective Schedule B (the “Pro Rata Share”), provided that such Party shall continue to be a Party when Holdco or Merger Sub receives such payments from the Company. (f) The obligations of each Party under this Agreement are several (and not joint or joint and several). For the avoidance of doubt, without limiting Section 3.1(c), no Party shall be responsible for the fraud, willful misconduct or breach of the Agreement by them pursuant to Section 3.01(b)any other Party.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation, (ii) the retention by the Consortium of a financial due diligence advisor, (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iiiiv) the retention of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.03(b) unless otherwise agreed to in writing advance by the Partiesother Parties in writing). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.03(b) unless otherwise agreed to in advance by the Parties in writing). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of his/its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.03(b)) and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with his/its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by the Parties), and the costs of any financing provided by any Party in connection with management incentive. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated ratably based on such Parties’ Contemplated Ownership Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Joint Advisors retained for or on behalf by the Buyer Consortium (other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by the Parties). The Parties shall be entitled to receive, including on a pro rata basis in accordance with their respective Contemplated Ownership Percentages, any feestermination or other fees or amounts payable, directly or indirectly, to Holdco by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and disbursements payable required to Advisors retained for such purposesbe borne by them pursuant to this Section 3.1(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Joint Advisors retained by the Parties Buyer Consortium and (ii) including the fees and costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties, incurred by such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated, at or immediately following such consummation, the Surviving Company Consortium, through the acquisition vehicle formed to consummate the Transaction or the Company, shall reimburse the Parties Consortium Members (or their respective designees) for, or pay on behalf of the PartiesConsortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of or for the benefit of the Consortium (whether before or after the date of this Agreement) in connection with the Transaction, including any including, without limitation, the commitment fee in connection with the debt financing for the Transaction (the “Commitment Fee”) and the fees, expenses and disbursements payable to Advisors of advisors retained for or on behalf of jointly by the Consortium Members under Section 1.03(a) (collectively, the “Consortium Expenses”). (b) If the Transaction is not eventually consummated, without any breach of this Agreement or the out-of-pocket costs and expenses incurred other transaction documents delivered in connection with the Transaction by any due diligence investigation conducted by Consortium Member, the Parties Consortium Members agree to share, ratably based on each Consortium Member’s Respective Proportion, the lesser of (i) the Consortium Expenses incurred prior to the termination of this Agreement with respect to the Targetall Consortium Members, including any feesand (ii) US$7,000,000, expenses and disbursements payable to Advisors retained for pay such purposesamount promptly upon receipt of invoices. (c) If the Transaction is not eventually consummated due to the unilateral a breach of this Agreement or other transaction documents delivered in connection with the Transaction by one or more PartiesConsortium Members, then the breaching Party or Parties shall Consortium Member(s) shall, jointly and severally, pay the Consortium Expenses and reimburse any each non-breaching Party or Parties Consortium Member for the Consortium Expenses and all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any feesadvisor fees and expenses (including fees and expenses of any financing banks), expenses and disbursements of (i) Advisors retained incurred by the Parties and (ii) any due diligence advisors engaged by the such Consortium Member in connection with the Transaction, if any, without prejudice to any rights Transaction and remedies otherwise available to pay or reimburse such non-breaching PartyConsortium Expenses promptly upon receipt of invoices. (d) Each Party shall be entitled The Consortium Members agree to receiveshare, ratably based on a pro rata basis in accordance with its each Consortium Member's Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant Commitment Fee and pay such amount promptly upon the execution of the debt commitment letter with respect to the Merger Agreement, net debt financing for the Transaction. (e) If the Transaction is not eventually consummated and all or a portion of the expenses required Commitment Fee is returned to the Consortium, the proceeds of such refund shall first be borne by them pursuant applied to Section 3.01(b)pay the Consortium Expenses. The balance of such proceeds, if any, shall be returned to the Consortium Members ratably based on each Consortium Member's Respective Proportion as of the date of payment of the Commitment Fee.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with including (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the reasonable out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetCompany, including any (ii) fees, expenses and disbursements payable to any Advisor retained by a Principal Consortium Member as contemplated by Section 2.3(a), and (iii) fees, expenses and disbursements payable to the joint Advisors to the Consortium and to any Financing Banks in connection with the Debt Financing (“Consortium Transaction Expenses”), and shall reimburse the Principal Consortium Members for, or pay on behalf of the Principal Consortium Members, as the case may be, fees, expenses and disbursements payable to any separate Advisors retained for such purposesby the Principal Consortium Members pursuant to Section 2.3(b). (b) If the Transaction is not consummated (and Section 3.1(c) or Section 3.1(d) do not apply), the Parties agree to share the Consortium Transaction Expenses among the Parties in proportion to their then respective contributed or committed equity interest in Holdco, as contemplated by Section 1.4. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-of- pocket costs and expenses incurred by non-breaching Parties in connection with this Transaction, including the Consortium Transaction Expenses and any fees, expenses and disbursements of (i) payable to Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 2.3(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each If a Party withdraws prior to the consummation of the Transaction and the Transaction is consummated, then the withdrawing Party shall pay its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its withdrawal, which shall be calculated in proportion to its then contributed or committed equity interest in Holdco, as contemplated by Section 1.4. (e) The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity interests in Holdco, net of the expenses required to be borne by them pursuant to Section 3.01(b)Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (collectively, the “Consortium Transaction Expenses”), including, without limitationfor the avoidance of doubt, the costs reasonable fees, expenses and expenses associated with disbursements of (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors advisors retained by the Parties in connection with the Transaction (each as named in Schedule B or the Consortium (unless as otherwise agreed to in writing by the Parties). ) (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket those costs and expenses incurred in connection with any due diligence investigation conducted by the Parties Sponsors with respect to the TargetCompany, including any but excluding fees, expenses and disbursements of any separate advisors retained by a Party unless such fees, expenses and disbursements are agreed to in writing in advance by the Parties); and (ii) the financial institutions which may be arranged by the Parties to provide debt financing to support the Transaction or otherwise in connection with such debt financing. (b) If (i) an agreement and plan of merger involving the Company for purposes of effecting the Transaction (the “Merger Agreement”) is not entered into prior to the termination of this Letter in accordance with the terms hereof and (ii) Section 5.1(c) does not apply, the Sponsors shall share (allocated among the Sponsors in proportion to the number of equity securities in the Company each would have held (directly or indirectly) if the closing pursuant to the Merger Agreement had occurred) the Consortium Transaction Expenses incurred in connection with the Transaction except any legal fees payable to Advisors retained for such purposesthe Founder’s legal counsel, which shall be borne by the Founder. (c) If the Transaction is not consummated due failure to enter into the Merger Agreement as described in Section 5.1(b) results primarily from the unilateral breach of this Agreement Letter by one Party (or more Partieshis or its Affiliates), then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any each non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation Each of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case Consortium Member may be, all of their incur out-of-pocket costs fees and expenses incurred on its own behalf in connection with the TransactionTransaction (such fees and expenses incurred by each Consortium Member in connection with any inter-Consortium Member agreements or arrangements, “Individual Expenses”). Furthermore, the Consortium Members may incur other fees and expenses on behalf of the Consortium in connection with the Transaction (all such fees and expenses other than Individual Expenses, “Consortium Expenses”), including, without limitation, the costs fees and expenses associated with (i) the negotiation, delivery and execution of the Documentationjoint Advisors retained by the Consortium pursuant to Section 2.2(a), (ii) of any proxy solicitors, and (iii) in connection with any actions taken on behalf of Holdco or the Consortium in accordance with the terms of the Documentationdefinitive agreements, including regulatory filings made or to be made pursuant to the Merger Agreement; provided, and (iii) however, that each Consortium Member shall obtain the retention of Advisors by the Parties other Consortium Member’s consent prior to incurring any Consortium Expenses over US$50,000 in any single engagement or the Consortium (unless otherwise agreed to in writing by the Parties)transaction. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated consummated, then, at or this Agreement is terminated prior to immediately following the Closing of the Transaction (and Section 3.01(c) below does not apply)Closing, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium Holdco or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetSurviving Company shall pay (if applicable, including any fees, expenses and disbursements payable to Advisors retained for such purposesthrough reimbursement of a Consortium Member) all Consortium Expenses. (c) If the Transaction is not consummated and such failure to consummate is not due to the unilateral any breach by any Consortium Member of this Agreement or any other agreements entered into by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium Member in connection with the Transaction, if any, without prejudice to each Consortium Member shall be responsible for its proportionate share of the Consortium Expenses based on such Consortium Member’s proposed shareholding percentage in Holdco as of Closing (exclusive of the any rights and remedies otherwise available to such non-breaching Partyshare capital reserved in connection with any equity incentive plan). (d) Each Party If the Transaction is not consummated due to a breach by any Consortium Member (a “Breaching Consortium Member”) of this Agreement or any other agreements entered into by such Consortium Member in connection with the Transaction (a “Consortium Member Breach”), such Breaching Consortium Member shall be entitled to receiveresponsible for (i) its own and the other non-breaching Consortium Members’ Individual Expenses, on a pro rata basis in accordance with (ii) its Respective Proportion, own and the other non-breaching Consortium Members’ share of any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b3.1(f), and (iii) all Consortium Expenses, in addition to any liability for its breach of this Agreement and any other agreements entered into by any Consortium Member in connection with the Transaction. In the event of a Consortium Member Breach, the Breaching Consortium Members shall, jointly and severally, cause Breaching Consortium Members to cure such Consortium Member Breach (to the extent that such Consortium Member Breach is curable) to the satisfaction of the non-breaching Consortium Members (it being understood that any cure shall be without recourse to cash or assets of the Consortium). Without limiting the obligations of the Breaching Consortium Members or the rights of the non-breaching Consortium Members set forth in this Section 3.1(d), the Breaching Consortium Members shall, jointly and severally, indemnify the non-breaching Consortium Members and their respective Affiliates, limited partners, members, shareholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Consortium Member Breach by the Breaching Consortium Members paid, suffered, sustained or incurred by the Indemnitees, resulting from, or arising out of, or due to, any Consortium Member Breach by the Breaching Consortium Members.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by the Parties, provided that the Parties hereby agree the fees, costs and expenses of all separate Advisors retained by Sponsor in connection with the Transaction shall be reimbursed by the Company upon the consummation of the Transaction). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated ratably based on such Parties’ Expense Sharing Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Joint Advisors retained for or on behalf by the Buyer Consortium (other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by the Parties, including provided in Section 2.2(b)). The Parties shall be entitled to receive, on a pro rata basis in accordance with their respective Contemplated Ownership Percentages, any feestermination or other fees or amounts payable, directly or indirectly, to Holdco by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and disbursements payable required to Advisors retained for such purposesbe borne by them pursuant to this Section 3.1(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Joint Advisors retained by the Parties Buyer Consortium and (ii) including the fees and costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties, incurred by such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company (or its successor in interests) shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with : (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the reasonable out-of-pocket costs and expenses incurred by or on behalf the Parties (other than fees and costs of any separate Advisors who were retained by a Party unless and only to the extent such appointment and expenses are agreed to in advance in writing by each of the Consortium in connection with Lead Investors to be treated as the Transactiontransaction expenses of the Consortium), including any and (ii) fees, expenses and disbursements payable to any Joint Advisors retained for or on behalf as contemplated by Section 2.2(a) (such costs and expenses under this subsections (i) and (ii), the “Consortium Transaction Expenses”). (b) If the Transaction is not consummated (and Sections 3.1(c) and 3.1(e) does not apply), and subject to Section 5.7, each Party agrees to (i) pay its pro rata portion of the Consortium Transaction Expenses (if applicable, up to the date of termination of this Agreement pursuant to Section 5.1) determined based on its contemplated ownership percentage of the Company immediately following the Transaction as set forth in the then-effective Schedule B (such percentage, the “Contemplated Ownership Percentage”) (for the avoidance of doubt, Consortium Transaction Expenses in accordance with Section 3.1(a) above shall commence accruing from the earlier of (x) the date of the Agreement or (y) the out-of-pocket date such Joint Advisors were engaged by the Lead Investors pursuant to Section 2.2(a)) and (ii) bear its own costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, Transaction including any fees, expenses and disbursements payable to Advisors retained for any separate Advisor engaged by such purposes.Party as contemplated by Section 2.2(b); (c) If the Transaction is not consummated due to the unilateral breach of this Agreement (or any other relevant agreement in connection with the Transaction) by one or more Parties, then the each breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this the Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements of (i) payable to separate Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium such non-breaching Party pursuant to Section 2.2(b), in connection with the Transaction, if any, each case without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) If a Party ceases to be a Party (including by way of breach of this Agreement) prior to the consummation of the Transaction, then such Party shall be responsible for, and shall pay, its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its ceasing to be a Party, which shall be determined based upon such Party’s Contemplated Ownership Percentage as set forth in the then-effective Schedule B. For the avoidance of doubt, such Party shall not be responsible for any Consortium Transaction Expenses incurred or accrued after such time as such Party ceases to be a Party other than under the circumstances described in Section 3.1(c). (e) Notwithstanding the foregoing, with respect to the Lead Investors, if any Lead Investor decides to withdraw from the Consortium or decides otherwise not to participate in the Transaction and has obtained the consents of all of the non-withdrawing Lead Investors for such withdrawal, the withdrawing Lead Investor shall reimburse any non-withdrawing Lead Investors for all of its out-of-pocket costs and expenses incurred in connection with this Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements payable to separate Advisors (if any) retained by such non-withdrawing Lead Investors pursuant to Section 2.2(b), in each case that are allocated to the non-withdrawing Lead Investors, without prejudice to any rights and remedies otherwise available to such non-breaching Party. For the avoidance of doubt, if the withdrawing Lead Investor decides to withdraw from the Consortium before it obtains the consents of all of non-withdrawing Lead Investors, such withdrawal shall be considered as an unilateral breach of this Agreement and shall be responsible for fees and expenses as provided in Section 3.1(c). (f) Each Party of the Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or or, if applicable, Merger Sub by the Target Company pursuant to the Merger AgreementDefinitive Agreements, to be allocated pro rata among the Parties in proportion to their respective Contemplated Ownership Percentages as set forth in the then-effective Schedule B, net of the expenses required to be borne by them pursuant to Section 3.01(b)Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the TransactionTransactions, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransactions, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (including the legal fee of Counsel but excluding fees and costs and expenses associated with (i) of any separate Advisors who were retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant Section ‎2.2‎(b) unless and only to the Merger Agreement, extent such appointment and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise expenses are agreed to in writing advance by the Chairman Parties). (b) Subject to If the provisions of Section 4.01, if the Transaction is Transactions are not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c‎3.1‎(c) below does not apply), the Chairman Parties agree to share (allocated among bear 100% of the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransactions incurred prior to or as a result of the termination of the Transactions, including any fees, (i) fees and expenses and disbursements payable to Advisors retained for or on behalf by the Parties (including the legal fee of the Consortium or the out-of-pocket costs Counsel) and expenses incurred (ii) commitment fee in connection with the Debt Financing, but excluding fees and costs of any due diligence investigation conducted separate Advisors who were retained by the Parties in accordance with respect Section ‎2.2‎(b) unless and only to the Target, including any fees, extent such appointment and expenses and disbursements payable are agreed to Advisors retained for such purposesin advance by the Chairman Parties. (c) If the Transaction is Transactions are not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse (x) any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Advisors retained by the Parties (including the fees and costs of any separate Advisors who were retained by the Parties in accordance with Section ‎2.2‎(b)) and (ii) any due diligence advisors engaged by the Consortium commitment fee in connection with the TransactionDebt Financing, if anyincurred by such non-breaching Party in connection with the Transactions, and shall reimburse (y) Parent for the Parent Termination Fee (as defined under the Merger Agreement), in each case, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parent shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by receive 100% of the Target pursuant to Company Termination Fee (as defined under the Merger Agreement), net of the costs and expenses required incurred in connection with the Transactions, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties (including the legal fee of Counsel but excluding fees and costs of any separate Advisors who were retained by the Parties in accordance with Section ‎2.2‎(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant the Chairman Parties). Subject to Section 3.01(b‎‎‎3.1(c), the Parent shall bear 100% of the Parent Termination Fee (as defined under the Merger Agreement).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company Sponsor shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding all fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or (including, for the Consortium (avoidance of doubt, the fees and expenses of the Advisors specified in Section 3.2(a), but other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 3.2(b) unless otherwise agreed to in writing advance by the PartiesParties in writing). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)consummated, the Parties agree to share (allocated among the Parties Sponsor shall pay in proportion to their committed equity contribution) a timely manner the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (“Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any other than fees, expenses and disbursements of (i) any separate Advisors retained by a Party pursuant to Section 3.2(b) unless otherwise agreed to in advance by the Parties in writing) and (ii) any due diligence advisors engaged termination, break-up or other fees or amounts payable to the Company by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching PartyHoldco or Merger Sub. (dc) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated ratably in proportion to their respective committed equity ownership in Holdco (unless as otherwise agreed in writing by the Parties), net of the costs and expenses required incurred in connection with the Transaction, including, without limitation, the fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by a Party in accordance with Section 3.2(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant to Section 3.01(bthe Parties).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their and the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, expenses and disbursements of Advisors retained by the Parties (other than fees and costs and expenses associated with (i) of any separate Advisors that have been retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the DocumentationSection 2.02(b), including regulatory filings made or to which shall only be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise reimbursed if such appointments are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.019.11, if the Transaction is not consummated terminated or this Agreement is terminated prior to the Closing of the Transaction pursuant to ARTICLE V (and Section 3.01(c) below does not apply), the Parties agree Sponsor agrees to share (allocated among the Parties in proportion to their committed equity contribution) the bear reasonable out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements Transaction incurred prior to the termination of this Agreement that are (i) payable to Advisors retained for or on behalf of by the Consortium and/or the Sponsor; or (ii) payable by the out-of-pocket costs Senior Management Members to separate Advisors jointly retained by them in accordance with Section 2.02(b), which appointments have been approved by the Sponsor in advance and expenses incurred which agreement shall not be unreasonably withheld or delayed, in a total amount not in excess of US$350,000 (subject to Section 3.01(e)), provided that the Sponsor shall not be required to make such payments under Section 3.01(b)(ii) if any Senior Management Member materially breaches the compliance certification executed by him in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesthis Agreement. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement any provision set forth in ARTICLE IV by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) the Advisors retained by the Parties (including the fees and costs of any separate Advisors who have been retained by the Parties in accordance with Section 2.02(b)) and (ii) any due diligence advisors engaged the Financing Banks in connection with the Debt Financing, incurred by the Consortium such non-breaching Party in connection with the Transaction, if any, . The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Party. (d) Each Party For the avoidance of doubt, the appointments of Ropes & Xxxx LLP and Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP pursuant to Section 2.02 have been approved by the Sponsor and all other Parties for purposes of ARTICLE III. (e) The Sponsor shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them it pursuant to Section 3.01(b) (“Net Termination Fees”); provided that, unless Section 3.01(c) applies, any Net Termination Fees shall first be applied by the Sponsor to pay or reimburse the Senior Management Members for any costs or expenses of the Senior Management Members that are not payable by the Sponsor by reason of the US$350,000 cap set forth in Section 3.01(b)(ii).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with including (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the reasonable out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetCompany, including any (ii) fees, expenses and disbursements payable to any Advisor retained by the Chairman or any Initial Sponsor as contemplated by Section 2.3(a), and (iii) fees, expenses and disbursements payable to the joint Advisors to the Consortium and to any Financing Banks in connection with the Debt Financing (“Consortium Transaction Expenses”), and shall reimburse the Chairman and the Initial Sponsors for, or pay on behalf of the Chairman or any Initial Sponsor, as the case may be, fees, expenses and disbursements payable to any separate Advisors retained by the Chairman or any Initial Sponsor pursuant to Section 2.3(b). (b) If the Transaction is not consummated (and Section 3.1(c) does not apply), the Parties agree to share the Consortium Transaction Expenses (other than the fees and expenses of any Advisor for work performed solely on behalf of a Sponsor and not the Consortium (including, without limitation, with respect to structuring and documenting the co-investment arrangements between such purposesSponsor and its co-investors)) among the Parties in proportion to their then respective proposed or committed equity interest in Holdco, as contemplated by Section 1.4. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred by such non-breaching Party in connection with this Transaction, including the Consortium Transaction Expenses and any fees, expenses and disbursements of (i) payable to Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anynon-breaching Party pursuant to Section 2.3(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each If a Party ceases to be a Party (including in a way of breaching this Agreement) prior to the consummation of the Transaction and the Transaction is consummated, then such Party shall pay its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its ceasing to be a Party, which shall be calculated in proportion to such Party’s Proposed Investment Amount or Final Investment Amount, as applicable. (e) The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity interests in Holdco as contemplated in the definitive Transaction documentation, net of the expenses required to be borne by them pursuant to Section 3.01(b)Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties pursuant to Section 2.03(a) incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party) (collectively, the Consortium “Investor Expenses”); provided, however, that the Surviving Company shall not be required to reimburse any Party for any out-of-pocket costs, expenses and fees applicable solely to such Party in connection with its Participation in the Transaction, including any costs, expenses and fees incurred by such Party (x) in connection with any separate representation of such Party as contemplated by Section 2.03(b) of this Agreement, (y) to obtain approvals or waivers and consents applicable solely to such Party as contemplated by Section 2.04 of this Agreement (collectively the “Excluded Investor Expenses”), which shall be borne solely by the Party incurring such costs, expenses and fees unless otherwise agreed to in writing advance by the Parties)Parties in writing. (b) Subject to the provisions of Section 4.01, if If the Transaction is not eventually consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Party, the Parties agree to share (allocated among the Parties share, on a pro rata basis in proportion to accordance with their committed equity contribution) the Respective Proportions, out-of-pocket costs costs, expenses and expenses fees incurred by or on behalf of the Consortium Parties in connection with the Transaction, including (i) any feescosts, expenses and disbursements fees payable to Advisors retained for appointed by the Parties under Section 2.03(a) of this Agreement, and (ii) any termination or on behalf other fees or amounts payable to the Target by Parent or Merger Sub (or one or more of its Affiliates or designees) pursuant to the Merger Agreement, (iii) any costs, fees and expenses payable by any Party incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (whether or not incurred prior to any termination of this Agreement) or (iv) any costs, fees and expenses related to the establishment and deregistration of Holdco, Zhongshan SPV, BVI I, Parent and Merger Sub; provided, however, that none of the Consortium or Parties shall be required to share any Excluded Investor Expenses incurred by another Party, which shall be borne solely by such Party incurring such Excluded Investor Expenses. Notwithstanding anything to the out-of-pocket costs contrary contained herein, the Sponsors shall be solely responsible for and share, on a pro rata basis in accordance with their Respective Proportions, the fees and expenses of King & Wood and KPMG incurred in connection with any due diligence investigation of the Target and its business conducted by King & Wood and KPMG (the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes“Sponsors Due Diligence Expenses”). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall jointly and severally pay or reimburse (as applicable) any non-breaching Party or Parties for all of its or their out-of-pocket costs costs, expenses and expenses fees incurred in connection with this Transaction, including any feessuch costs, expenses and disbursements of fees set forth in clauses (i) Advisors retained by the Parties and ), (ii) and (iii) of Section 3.01(b), and any due diligence advisors Financing Banks engaged by the Consortium in connection with the TransactionDebt Financing, if any, in each case without prejudice to any rights and remedies otherwise available to such non-breaching PartyParties. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco Parent or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation Each of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case Consortium Member may be, all of their incur out-of-pocket costs fees and expenses incurred on its own behalf in connection with the TransactionTransaction (such fees and expenses incurred by each Consortium Member in connection with any inter-Consortium Member agreements or arrangements, “Individual Expenses”). Furthermore, the Consortium Members may incur other fees and expenses on behalf of the Consortium in connection with the Transaction (all such fees and expenses other than Individual Expenses, “Consortium Expenses”), including, without limitation, the costs fees and expenses associated with (i) the negotiation, delivery and execution of the Documentationjoint Advisors retained by the Consortium pursuant to Section 2.2(a), (ii) of any proxy solicitors, and (iii) in connection with any actions taken on behalf of Holdco or the Consortium in accordance with the terms of the Documentationdefinitive agreements, including regulatory filings made or to be made pursuant to the Merger Agreement; provided, and (iii) however, that each Consortium Member shall obtain the retention of Advisors by the Parties other Consortium Member’s consent prior to incurring any Consortium Expenses over US$50,000 in any single engagement or the Consortium (unless otherwise agreed to in writing by the Parties)transaction. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated consummated, then, at or this Agreement is terminated prior to immediately following the Closing of the Transaction (and Section 3.01(c) below does not apply)Closing, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium Holdco or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetSurviving Company shall pay (if applicable, including any fees, expenses and disbursements payable to Advisors retained for such purposesthrough reimbursement of a Consortium Member) all Consortium Expenses. (c) If the Transaction is not consummated and such failure to consummate is not due to the unilateral any breach of this Agreement by one or more Partiesany Consortium Member, then each Consortium Member shall be responsible for its proportionate share of the breaching Party or Parties shall reimburse Consortium Expenses based on such Consortium Member’s proposed shareholding percentage in Holdco as of Closing (exclusive of the any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred share capital reserved in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Partyequity incentive plan). (d) Each Party If the Transaction is not consummated due to a breach of this Agreement by any Consortium Member, the Consortium Member in breach shall be responsible for (i) its own and the other Consortium Members’ Individual Expenses, (ii) its own and the other Consortium Members’ share of any amounts payable by them pursuant to Section 3.1(f), and (iii) all Consortium Expenses, in addition to any liability for its breach of this Agreement. (e) If applicable, each Consortium Member shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive such Consortium Member’s proportionate share of any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them it pursuant to the provisions herein. (f) Subject to Section 3.01(b)3.1(d) and Section 9.11, each Consortium Member shall pay its proportionate share (based on such Consortium Member’s proposed shareholding in Holdco as of Closing) of any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any dispute or litigation relating to the foregoing) payable by Holdco or Acquisition Company under the Merger Agreement, net of the expenses required to be borne by it pursuant to this Section 3.1. (g) Except otherwise provided herein, all Individual Expenses of each Consortium Member shall be borne by such Consortium Member. (h) Notwithstanding anything herein to the contrary, all fees, costs and expenses incurred by or on behalf of Sponsor or the Consortium in connection with the business, legal, financial and other due diligence investigations of the Target shall be (i) “Individual Expenses” insofar as such due diligence investigations of the Target are for the sole benefit of the Sponsor, and (ii) “Consortium Expenses” insofar as such due diligence investigations of the Target are for the benefit of the Consortium.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement and the other Documentation, (ii) the retention by the Consortium of a financial due diligence advisor, (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iiiiv) the retention of Advisors by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.03(b) unless otherwise agreed to in writing advance by the Partiesother Parties in writing). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.03(b) unless otherwise agreed to in advance by the Parties in writing). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their his out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.03(b)) and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its his Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, expenses and disbursements of Advisors retained by the Parties for the Consortium (other than fees and costs and expenses associated with (i) of any separate Advisors that have been retained by the negotiation, delivery and execution of the Documentation, (ii) any actions taken Parties in accordance with the terms of the DocumentationSection 2.02(b), including regulatory filings made or to which shall only be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise reimbursed if such appointments are agreed to in writing advance by the Parties). (b) Subject to the provisions of Section 4.019.11, if the Transaction is not consummated terminated or this Agreement is terminated prior to the Closing of the Transaction pursuant to ARTICLE V (and Section 3.01(c) below does not apply), Essence and the Parties Founders each agree to share (allocated among the Parties in proportion to i) bear their committed equity contribution) the own out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction incurred prior to the termination of this Agreement, including any fees(ii) pay its Pro Rata Portion of the fee, expenses and disbursements payable of Orrick in its capacity as the Advisor to the Consortium and other Advisors retained for or to the Consortium. For the purposes of this Agreement, the “Pro Rata Portion” means 90% on behalf the part of the Consortium or Founders on a joint and several basis, and 10% on the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespart of Essence. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement any provision set forth in ARTICLE IV by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) the Advisors retained by the Parties (including the fees and (ii) costs of any due diligence advisors engaged separate Advisors who have been retained by the Consortium Parties in connection accordance with the Transaction, if any, Section 2.02(b)). The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Party. (d) Each Party For the avoidance of doubt, the appointments of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP pursuant to Section 2.02 have been approved by Essence and all other Parties for purposes of ARTICLE III. (e) The Parties shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive any termination or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their respective Pro Rata Portion, net of the fee, expenses required and disbursements of the Advisors to be borne by them pursuant to Section 3.01(b)the Consortium.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by all of the PartiesLead Investors). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree each Sponsor agrees to share (allocated ratably among the Sponsors based on such Sponsor’s Sponsor Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to or in connection with the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Joint Advisors retained for or on behalf by the Buyer Consortium (other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by all of the Lead Investors), including but excluding any fees, expenses and disbursements termination fee payable to Advisors retained for such purposesthe Company pursuant to the Merger Agreement. The Parties further agree that the Sponsors shall be entitled to receive, on a pro rata basis in accordance with their respective Sponsor Percentages, any termination or other fees or amounts payable, directly or indirectly, to Holdco or Merger Sub by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and Merger Sub and required to be borne by the Sponsors pursuant to this Section 3.1(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties Party(ies) shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, termination fee payable to the Company pursuant to the Merger Agreement and any fees and expenses and disbursements of (i) Joint Advisors retained by the Parties Buyer Consortium and (ii) including the fees and costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties, incurred by each such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or (including, for the Consortium (avoidance of doubt, the fees and expenses of the Advisors specified in Section 2.2(a), but other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.2(b) unless otherwise agreed to in writing advance by the PartiesParties in writing). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties shall pay in a timely manner and ratably in proportion to their respective committed equity contribution) ownership in Holdco, the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (“Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or (other than fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.2(b) unless otherwise agreed to in advance by the Parties in writing). Notwithstanding the foregoing, the fees, expenses and disbursements of any Advisors to the Sponsors (including Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, which for the purposes of this Section 3.1(b) shall be deemed to be an Advisor solely to the Initial Sponsor) and the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties Sponsors with respect to the TargetCompany, including any fees, expenses and disbursements payable to Advisors retained for such purposes, shall be borne solely by the applicable Sponsor retaining such Advisors. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.2(b)) and (ii) any due diligence advisors financing banks engaged by the Consortium in connection with the Transaction, if anyany debt financing, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated ratably in proportion to their respective committed equity ownership in Holdco (unless as otherwise agreed in writing by the Parties), net of the costs and expenses required incurred in connection with the Transaction, including, without limitation, the fees, expenses and disbursements of Advisors retained by the Parties (other than fees and costs of any separate Advisors who were retained by a Party in accordance with Section 2.2(b) unless and only to be borne the extent such appointment and expenses are agreed to in advance by them pursuant to Section 3.01(bthe Parties).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 2.4(b) unless otherwise agreed to in writing advance by the PartiesParties in writing). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c3.1(c) below does not apply), the Parties agree to share (allocated among the Parties Sponsors in proportion to their committed equity contributionownership in the Holdco) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (“Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties Sponsors with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 2.4(b) unless otherwise agreed to in advance by the Parties in writing); provided that, if (i) an agreement and plan of merger (or similar document) with respect to the Transaction is executed by the Target and a consortium which includes Xxxxxx Interactive and (ii) the Sponsor does not participate in the Transaction for whatever reason, the Sponsor shall not be responsible for any Consortium Transaction Expenses. Notwithstanding the foregoing, in situations where this Section 3.1(b) applies, (x) the fees, expenses and disbursements of any Advisors to Xxxxxx Interactive (including WSGR, which for the purposes of this Section 3.1(b) shall be deemed to be an Advisor solely to Xxxxxx Interactive) shall be borne solely by Xxxxxx Interactive, and (y) the fees, expenses and disbursements of any Advisors to the Sponsor (including Xxxxxx & Xxxxxxx, which for the purposes of this Section 3.1(b) shall be deemed to be an Advisor solely to the Sponsor) and the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Sponsor with respect to the Target shall be borne solely by the Sponsor. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 2.4(b)) and (ii) any due diligence advisors financing banks engaged by the Consortium in connection with the Transaction, if anyDebt Financing, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity ownership in Holdco, net of all costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses required to be borne and disbursements of Advisors retained by them the Parties (other than the fees, expenses and disbursements of any separate Advisors retained by any Party pursuant to Section 3.01(b2.4(b) unless otherwise agreed to in advance by the Parties in writing).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company (or its successor in interests) shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with : (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the reasonable out-of-pocket costs and expenses incurred by or on behalf the Parties (other than fees and costs of any separate Advisors who were retained by a Party unless and only to the extent such appointment and expenses are agreed to in advance in writing by each of the Consortium in connection with Lead Investors to be treated as the Transactiontransaction expenses of the Consortium), including any and (ii) fees, expenses and disbursements payable to any Joint Advisors retained for or on behalf as contemplated by Section 2.2(a) (such costs and expenses under this subsections (i) and (ii), the “Consortium Transaction Expenses”). (b) If the Transaction is not consummated (and Sections 3.1(c) and 3.1(e) does not apply), and subject to Section 5.7, each Party agrees to (i) pay its pro rata portion of the Consortium Transaction Expenses (if applicable, up to the date of termination of this Agreement pursuant to Section 5.1) determined based on its contemplated ownership percentage of the Company immediately following the Transaction as set forth in the then-effective Schedule A (such percentage, the “Contemplated Ownership Percentage”) (for the avoidance of doubt, Consortium Transaction Expenses in accordance with Section 3.1(a) above shall commence accruing from the earlier of (x) September 9, 2022 or (y) the out-of-pocket date such Joint Advisors were engaged by the Lead Investors pursuant to Section 2.2(a)) and (ii) bear its own costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, Transaction including any fees, expenses and disbursements payable to Advisors retained for any separate Advisor engaged by such purposes.Party as contemplated by Section 2.2(b); (c) If the Transaction is not consummated due to the unilateral breach of this Agreement (or any other relevant agreement in connection with the Transaction) by one or more Parties, then the each breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this the Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements of (i) payable to separate Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium such non-breaching Party pursuant to Section 2.2(b), in connection with the Transaction, if any, each case without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) If a Party ceases to be a Party (including by way of breach of this Agreement) prior to the consummation of the Transaction, then such Party shall be responsible for, and shall pay, its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its ceasing to be a Party, which shall be determined based upon such Party’s Contemplated Ownership Percentage as set forth in the then-effective Schedule A. For the avoidance of doubt, such Party shall not be responsible for any Consortium Transaction Expenses incurred or accrued after such time as such Party ceases to be a Party other than under the circumstances described in Section 3.1(c). (e) Notwithstanding the foregoing, with respect to the Lead Investors, if any Lead Investor decides to withdraw from the Consortium or decides otherwise not to participate in the Transaction and has obtained the consents of all of the non-withdrawing Lead Investors for such withdrawal, the withdrawing Lead Investor shall reimburse any non-withdrawing Lead Investors for all of its out-of-pocket costs and expenses incurred in connection with this Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements payable to separate Advisors (if any) retained by such non-withdrawing Lead Investors pursuant to Section 2.2(b), in each case that are allocated to the non-withdrawing Lead Investors, without prejudice to any rights and remedies otherwise available to such non-breaching Party. For the avoidance of doubt, if the withdrawing Lead Investor decides to withdraw from the Consortium before it obtains the consents of all of non-withdrawing Lead Investors, such withdrawal shall be considered as an unilateral breach of this Agreement and shall be responsible for fees and expenses as provided in Section 3.1(c). (f) Each Party of the Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or or, if applicable, Merger Sub by the Target Company pursuant to the Merger AgreementDefinitive Agreements, to be allocated pro rata among the Parties in proportion to their respective Contemplated Ownership Percentages as set forth in the then-effective Schedule A, net of the expenses required to be borne by them pursuant to Section 3.01(b)Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the DocumentationMerger Agreement, and the other Documentation and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or the Consortium (unless otherwise agreed to in writing breach of this Agreement by the Partiessuch Party). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Party, the Shah Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the shall be solely responsible for all reasonable out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium Parties in connection with the TransactionTransaction incurred prior to the termination of this Agreement, including any fees, fees and expenses and disbursements payable to Advisors retained the Advisors. If it is finally determined in accordance with Section 10.08 that (i) a Party has breached this Agreement, and (ii) such breach has resulted in the Merger not being consummated, then such breaching Party shall be liable to reimburse any non-breaching Party for or on behalf of the Consortium or the any out-of-pocket costs and expenses expenses, including any Advisor fees and expenses, incurred by the non-breaching Party in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesTransaction. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Shah Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive any termination or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b). (d) If the Transaction is not consummated, the Shah Parties shall be solely responsible for any termination or other fees or amounts payable to Company by Holdco or Merger Sub pursuant to the Merger Agreement (“Reverse Termination Fee”); provided, however, that if it is finally determined in accordance with Section 10.08 that (i) a Party has breached this Agreement, and (ii) such breach has resulted in the Merger not being consummated and the incurrence of the Reverse Termination Fee, then such breaching Party shall be solely responsible for the Reverse Termination Fee.

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransactions are consummated, then, at or immediately following the Closing, the Surviving Company Corporation shall reimburse the Parties parties for, or pay on behalf of the Partiesparties, as the case may be, all of the reasonable documented fees and out-of-pocket costs and expenses incurred by each party in connection with the Transactions, including the reasonable fees, expenses and disbursements of legal, accounting, banking and other advisors and/or consultants of (x) Parent and Merger Sub and (y) of each other party, which appointments have been approved by Sponsor and Significant Stockholder in advance (collectively, “Advisors”). (b) Subject to Section 10(f), (i) if the Transactions are terminated or this Agreement is terminated prior to the Closing pursuant to Section 14 and (ii) Section 10(c) does not apply, Sponsor agrees to bear 63% and Significant Stockholder agrees to bear 37% of the reasonable documented fees and out-of-pocket costs and expenses in connection with the Transactions incurred prior to the termination of this Agreement that are payable by (x) Parent, Merger Sub, Sponsor and Significant Stockholder to their respective Advisors and (y) the Management Stockholders to the Advisors jointly retained by them, which appointments have been approved by the Sponsor and Significant Stockholder in advance, in the case of clause (y), in a total amount not in excess of US$750,000. (c) If the Transactions are not consummated or this Agreement is terminated prior to the Closing due to the breach of any provision set forth under this Agreement or the Equity Commitment Letter, if applicable, by one or more parties other than Exxxx Xxxxxxxxxx and Lxxxxxxx Xxxxxx (each a “Breaching Party”), then such Breaching Parties shall reimburse any non-breaching party other than Exxxx Xxxxxxxxxx and Lxxxxxxx Xxxxxx for all fees and out-of-pocket costs and expenses incurred in connection with the TransactionTransactions, including, without limitation, the costs including (x) any fees and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching party and (y) any Parent Termination Fee and/or Parent Expense Reimbursement or other damages or losses payable to the Company. If there is more than one Breaching Party, each such Breaching Party or Parties shall be severally liable for all its pro rata share of its or their out-of-pocket costs the fees and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements based on such Breaching Party’s contemplated ownership of (i) Advisors retained by Parent upon the Parties and (ii) any due diligence advisors engaged by consummation of the Consortium in connection with Transactions vis-a-vis the Transaction, if any, contemplated ownership of Parent of the other Breaching Party upon the consummation of the Transactions. The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Partyparty. For the avoidance of doubt, subject to Significant Stockholder having complied with its obligations under this Agreement, the failure to obtain the Requisite Significant Stockholder Stockholder Approval shall not be deemed as breach of any provision under this Agreement. (d) Each Party For the avoidance of doubt, the parties acknowledge that (i) Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP has been engaged as international legal counsel to provide international legal services to Sponsor in connection with the Transactions and this Agreement in addition to it acting as the international legal counsel to Parent and Merger Sub in connection with the Transactions; (ii) Bxxxx & MxXxxxxx and Txxxxxxx Sxxxxxx LLP have been engaged as international legal counsels to provide international legal services to Significant Stockholder and (iii) Sxxxxxx Xxxx Slate Mxxxxxx & Fxxx LLP has been engaged as international legal counsel to provide international legal services to Management Stockholders in connection with the Transactions and this Agreement. The parties further acknowledge that (w) PricewaterhouseCoopers LLP has been engaged as accounting advisor, (x) Fangda Partners has been engaged as PRC legal counsel, (y) McKinsey has been engaged as industry consultant and (z) Gxxxxxx Sachs has been engaged as financial advisor, in each case to Parent and Merger Sub in connection with the Transactions. (e) Sponsor and Significant Stockholder shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportionan equal basis, any termination or other fees or amounts payable to Holdco Parent or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to this Section 3.01(b10. (f) The obligation of Sponsor, Significant Stockholder and Management Stockholders under this Agreement is several (and not joint or joint and several).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including any regulatory filings made or to be made pursuant to the Merger Agreementmade, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, it is agreed by the Surviving Parties that the Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (subject to Section 3.2(a) and other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c4.1(c) below does not apply), the Parties agree to share (allocated ratably based on such Parties’ Contemplated Ownership Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to or in connection with the termination of the Transaction, including any fees, expenses and disbursements termination fee payable to the Company pursuant to the Merger Agreement and any fees and expenses payable to Joint Advisors retained for or on behalf by the Buyer Consortium (subject to Section 3.2(a) and other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by the Parties). The Parties shall be entitled to receive, including on a pro rata basis in accordance with their respective Contemplated Ownership Percentages, any feestermination or other fees or amounts payable, directly or indirectly, to Holdco by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and disbursements payable required to Advisors retained for such purposesbe borne by them pursuant to this Section 4.1(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the such breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, termination fee payable to the Company pursuant to the Merger Agreement and any fees and expenses and disbursements of (i) Joint Advisors retained by the Parties Buyer Consortium (subject to Section 3.2(a)) and (ii) including the fees and costs of any due diligence advisors engaged separate Advisors who were retained by the Consortium Parties, incurred by such non-breaching Party in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransaction is consummated then, at the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with the Transaction, including, without limitation, the costs and expenses associated with (i) the negotiation, delivery and execution of this Agreement, the DocumentationMerger Agreement, any Debt Financing documentation and the other Documentation and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and (iii) the retention disbursements of Advisors retained by the Parties incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party) (collectively, the Consortium (unless otherwise agreed to in writing by the Parties“Investor Expenses”). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)without any breach by any Party, the Shah Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the shall be solely responsible for all reasonable out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium Parties in connection with the TransactionTransaction incurred prior to the termination of this Agreement, including any fees, fees and expenses and disbursements payable to Advisors retained the Advisors. If it is finally determined in accordance with Section 10.08 that (i) a Party has breached this Agreement, and (ii) such breach has resulted in the Merger not being consummated, then such breaching Party shall be liable to reimburse any non-breaching Party for or on behalf of the Consortium or the any out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Targetexpenses, including any feesAdvisor fees and expenses, expenses and disbursements payable to Advisors retained for such purposes. (c) If incurred by the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (dc) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall or shall cause the Surviving Company shall Target to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 3.2(b) unless otherwise agreed to in writing advance by Yilida and Zhongyincashmere in writing) and the Parties)costs, expenses and reimbursements assumed by Yilida and Zhongyincashmere (and their respective Affiliates) pursuant to the provisions of Section 4.6 and Section 4.7 of a share purchase agreement entered into by Xxxxxx SDG Investment Limited, Zhongyincashmere, Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, and Yili Shengda Investment Holdings (Hong Kong) Company Limited on November 25, 2014. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c4.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contributionthe number of Parent shares (regardless of class) each will hold if the Closing occurs) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (the “Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesConsortium. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any the reasonable fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 3.2(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Parent by the Target pursuant to the Merger Definitive Acquisition Agreement, to be allocated pro rata among the Parties in proportion to the number of Parent Shares (regardless of class) each will hold if the Closing occurs, net of all costs and expenses incurred in connection with the expenses required to be borne by them pursuant to Section 3.01(b)Transaction, including, without limitation, the Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall cause the Surviving Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the TransactionTransaction (other than as a result of the fraud or willful breach of this Agreement by such Party), including, without limitation, the reasonable fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by each Initial Consortium Member) (the Parties“Reimbursable Expenses”). (b) Subject to If the provisions of Section 4.01, if the Transaction is not consummated or this Merger Agreement is terminated prior to the Closing of without the Transaction having been consummated (and Section 3.01(c3.1(c) below does not apply), each Party agrees that (i) each of PWM, Beachhead, Double Double, Point Forward, CITIC, Parfield, Hillhouse, V-Science and the Additional Parties (if any) shall be responsible for such Party’s Pre-SPA Signing Expenses Sharing Percentage (or such other percentage as may otherwise be agreed among such Parties) of the Shared Expenses incurred and accrued as of and through the date of the SPAs, (ii) each of PWM, Beachhead, Point Forward, CITIC, Parfield, Hillhouse, V-Science, Xx. Xxxx, Biomedical Development and the Additional Parties (if any) shall be responsible for such Party’s Post-SPA Signing Expenses Sharing Percentage (or such other percentage as may otherwise be agreed among such Parties) of the Shared Expenses incurred and accrued from and after the date of the SPAs and through the date on which all the PWM Transfers and the Parfield Transfer are consummated pursuant to the terms and conditions of the PWM SPAs and the Parfield SPA (such date, the “Last Closing Date”); provided that if any of the PWM Transfers and Parfield Transfer has been consummated prior to the Last Closing Date, the Post-SPA Signing Expenses Sharing Percentages of the purchaser and the seller to such PWM Transfer or Parfield Transfer shall be adjusted for the period starting from (and excluding) the date on which such PWM Transfer or the Parfield Transfer is consummated to (and including) the Last Closing Date (such period, the “Adjusted Period” with respect to such purchaser and the seller) such that the relevant portion of the Shared Expenses (being the portion corresponding to the Ordinary Shares transferred pursuant to such applicable PWM SPA or the Parfield SPA) incurred and accrued during the Adjusted Period should be borne by the purchaser, and (iii) each of Beachhead, Point Forward, CITIC, Parfield, Hillhouse, V-Science, Xx. Xxxx, Biomedical Treasure, Biomedical Future, Biomedical Development and the Additional Parties (if any) shall be responsible for such Party’s Post-PWM/Parfield Closing Expenses Sharing Percentage (or such other percentage as may otherwise be agreed by such Parties) of the Shared Expenses incurred and accrued from and after the Last Closing Date. Notwithstanding anything to the contrary provided under this Section, if this Agreement is terminated with respect to any Non-Consenting Party, such Non-Consenting Party shall bear its pro rata portion (based on the respective Pre-SPA Signing Expenses Sharing Percentage, Post-SPA Signing Expenses Sharing Percentage and/or Post-PWM/Parfield Closing Expenses Sharing Percentage (as applicable) of the Parties agree as of the applicable Disagreement Date and prior to share (allocated among the offer and allocation of such Non-Consenting Party’s Equity Contribution pursuant to Section 1.1(b)(iii)) of the Shared Expenses that have been incurred and accrued as of the applicable Disagreement Date, and the Parties who are not Non-Consenting Parties shall share the remaining Shared Expenses in proportion accordance with the foregoing sentence with respect to their committed equity contributionsuch expenses incurred and accrued prior to the applicable Disagreement Date, based on Part II to Schedule A prior to taking into account the update to such schedule reflecting the termination of the Non-Consenting Party, and with respect to such expenses incurred after the applicable Disagreement Date, based on Part II to Schedule A as updated to account for the termination of this Agreement with respect to the relevant Non-Consenting Party and the changes in the Parties’ respective Equity Contributions). The Parties who are not Failing Parties or Non-Consenting Parties shall be entitled to receive ratably based on such Party’s Pre-SPA Signing Expenses Sharing Percentage, Post-SPA Signing Expenses Sharing Percentage (after giving effect to the adjustment, if any, pursuant to the above clause (ii) of this Section 3.1(b)) or Post-PWM/Parfield Closing Expenses Sharing Percentage (as applicable) any termination or other fees or amounts payable, directly or indirectly, to Parent by the Company pursuant to the Merger Agreement (including the Company Termination Fee), net of the expenses incurred and accrued by Parent and required to be borne by them pursuant to this Section 3.1(b). For purposes hereof, “Shared Expenses” means the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium Parties, Parent and Merger Sub in connection with the Transaction, including any fees, expenses Transaction incurred and disbursements payable accrued prior to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to of the Merger Agreement, net including any fees and expenses payable to the Joint Advisors retained by Parent, Merger Sub and/or the Parties (other than fees and costs of any separate Advisors who were retained by Parent, Merger Sub, any Party or Parties unless and only to the extent such appointment and expenses required are agreed to be borne in advance in writing by them the relevant Parties pursuant to Section 3.01(b2.2(b)), but, for the avoidance of doubt, excluding any Guaranteed Obligations (the sharing of which is addressed in Section 1.6).

Expenses and Fee Sharing. (a) Upon consummation Each of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case Consortium Member may be, all of their incur out-of-pocket costs fees and expenses incurred on its own behalf in connection with the TransactionTransaction (such fees and expenses incurred by each Consortium Member (a) prior to the date of the submission of the proposal for the Transaction to the Target’s board of directors, or (b) in connection with any inter-Consortium Member agreements or arrangements, “Individual Expenses”). Furthermore, the Consortium Members may incur other fees and expenses on behalf of the Consortium in connection with the Transaction (all such fees and expenses other than Individual Expenses, “Consortium Expenses”), including, without limitation, the costs fees and expenses associated with (i) the negotiation, delivery and execution of the Documentationjoint Advisors retained by the Consortium pursuant to Section 2.2(a), (ii) of any proxy solicitors, and (iii) in connection with any actions taken on behalf of Holdco or the Consortium in accordance with the terms of the Documentationdefinitive agreements, including regulatory filings made or to be made pursuant to the Merger Agreement; provided, and (iii) however, that each Consortium Member shall obtain the retention of Advisors by the Parties other Consortium Member’s consent prior to incurring any Consortium Expenses over US$100,000 in any single engagement or the Consortium (unless otherwise agreed to in writing by the Parties)transaction. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated consummated, then, at or this Agreement is terminated prior to immediately following the Closing of the Transaction (and Section 3.01(c) below does not apply)Closing, the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium Holdco or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetSurviving Company shall pay (if applicable, including any fees, expenses and disbursements payable to Advisors retained for such purposesthrough reimbursement of a Consortium Member) all Consortium Expenses. (c) If the Transaction is not consummated and such failure to consummate is not due to the unilateral any breach of this Agreement by one or more Partiesany Consortium Member, then each Consortium Member shall be responsible for its proportionate share of the breaching Party or Parties shall reimburse Consortium Expenses based on such Consortium Member’s proposed shareholding percentage in Holdco as of Closing (exclusive of the any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred share capital reserved in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Partyequity incentive plan). (d) Each Party If the Transaction is not consummated due to a breach of this Agreement by any Consortium Member, the Consortium Member in breach shall be responsible for (i) its own and the other Consortium Members’ Individual Expenses, (ii) its own and the other Consortium Members’ share of any amounts payable by them pursuant to Section 3.1(f), and (iii) all Consortium Expenses, in addition to any liability for its breach of this Agreement. (e) If applicable, each Consortium Member shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, receive such Consortium Member’s proportionate share of any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them it pursuant to the provisions herein. (f) Subject to Section 3.01(b)3.1(d) and Section 9.11, each Consortium Member shall pay its proportionate share (based on such Consortium Member’s proposed shareholding in Holdco as of Closing) of any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any dispute or litigation relating to the foregoing) payable by Holdco or Acquisition Company under the Merger Agreement, net of the expenses required to be borne by it pursuant to this Section 3.1. (g) Except otherwise provided herein, all Individual Expenses of each Consortium Member shall be borne by such Consortium Member. (h) Notwithstanding anything herein to the contrary, all fees, costs and expenses incurred by or on behalf of Sponsor or the Consortium in connection with the business, legal, financial and other due diligence investigations of the Target shall be (i) “Individual Expenses” insofar as such due diligence investigations of the Target are for the sole benefit of the Sponsor, and (ii) “Consortium Expenses” insofar as such due diligence investigations of the Target are for the benefit of the Consortium.

Expenses and Fee Sharing. (a) Upon consummation of If the TransactionTransactions are consummated, then, at or immediately following the Closing, the Surviving Company Corporation shall reimburse the Parties parties for, or pay on behalf of the Partiesparties, as the case may be, all of the reasonable documented fees and out-of-pocket costs and expenses incurred by each party in connection with the Transactions, including the reasonable fees, expenses and disbursements of legal, accounting, banking and other advisors and/or consultants of (x) Parent and Merger Sub and (y) of each other party, which appointments have been approved by Sponsor and Significant Stockholder in advance (collectively, “Advisors”). (b) Subject to Section 10(f), (i) if the Transactions are terminated or this Agreement is terminated prior to the Closing pursuant to Section 14 and (ii) Section 10(c) does not apply, Sponsor agrees to bear 63% and Significant Stockholder agrees to bear 37% of the reasonable documented fees and out-of-pocket costs and expenses in connection with the Transactions incurred prior to the termination of this Agreement that are payable by (x) Parent, Merger Sub, Sponsor and Significant Stockholder to their respective Advisors and (y) the Management Stockholders to the Advisors jointly retained by them, which appointments have been approved by the Sponsor and Significant Stockholder in advance, in the case of clause (y), in a total amount not in excess of US$750,000. (c) If the Transactions are not consummated or this Agreement is terminated prior to the Closing due to the breach of any provision set forth under this Agreement or the Equity Commitment Letter, if applicable, by one or more parties other than Elxxx Xxxxxxxxxx xnd Laxxxxxx Xxxxxx (each a “Breaching Party”), then such Breaching Parties shall reimburse any non-breaching party other than Elxxx Xxxxxxxxxx xnd Laxxxxxx Xxxxxx xor all fees and out-of-pocket costs and expenses incurred in connection with the TransactionTransactions, including, without limitation, the costs including (x) any fees and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposes. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching party and (y) any Parent Termination Fee and/or Parent Expense Reimbursement or other damages or losses payable to the Company. If there is more than one Breaching Party, each such Breaching Party or Parties shall be severally liable for all its pro rata share of its or their out-of-pocket costs the fees and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements based on such Breaching Party’s contemplated ownership of (i) Advisors retained by Parent upon the Parties and (ii) any due diligence advisors engaged by consummation of the Consortium in connection with Transactions vis-a-vis the Transaction, if any, contemplated ownership of Parent of the other Breaching Party upon the consummation of the Transactions. The foregoing shall be without prejudice to any rights and remedies otherwise available to such a non-breaching Partyparty. For the avoidance of doubt, subject to Significant Stockholder having complied with its obligations under this Agreement, the failure to obtain the Requisite Significant Stockholder Stockholder Approval shall not be deemed as breach of any provision under this Agreement. (d) Each Party For the avoidance of doubt, the parties acknowledge that (i) Clxxxx Xxxxxxxx Xxxxx & Haxxxxxx XLP has been engaged as international legal counsel to provide international legal services to Sponsor in connection with the Transactions and this Agreement in addition to it acting as the international legal counsel to Parent and Merger Sub in connection with the Transactions; (ii) Baxxx & McXxxxxx xnd Trxxxxxx Xaxxxxx XLP have been engaged as international legal counsels to provide international legal services to Significant Stockholder and (iii) Skxxxxx Xxxx Xlate Mexxxxx & Flxx XLP has been engaged as international legal counsel to provide international legal services to Management Stockholders in connection with the Transactions and this Agreement. The parties further acknowledge that (w) PricewaterhouseCoopers LLP has been engaged as accounting advisor, (x) Fangda Partners has been engaged as PRC legal counsel, (y) McKinsey has been engaged as industry consultant and (z) Goxxxxx Xachs has been engaged as financial advisor, in each case to Parent and Merger Sub in connection with the Transactions. (e) Sponsor and Significant Stockholder shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportionan equal basis, any termination or other fees or amounts payable to Holdco Parent or Merger Sub by the Target Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to this Section 3.01(b10. (f) The obligation of Sponsor, Significant Stockholder and Management Stockholders under this Agreement is several (and not joint or joint and several).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, Parent shall or shall cause the Surviving Company shall Target to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, includingincluding the reasonable fees, without limitation, the costs expenses and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention disbursements of Advisors retained by the Parties or the Consortium (other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 3.2(b) unless otherwise agreed to in advance by Yilida and Zhongyincashmere in writing or expressly provided for in the second proviso of Section 3.2(b)) and the costs, expenses and reimbursements assumed by Yilida and Zhongyincashmere (and their respective Affiliates) pursuant to the Parties)provisions of Section 4.6 and Section 4.7 of a share purchase agreement entered into by Xxxxxx SDG Investment Limited, Zhongyincashmere, Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, and Yili Shengda Investment Holdings (Hong Kong) Company Limited on November 25, 2014. (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c4.1(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contributionthe number of Parent shares (regardless of class) each would hold if the Closing had occurred) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the TransactionTransaction (the “Consortium Transaction Expenses”), including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposesConsortium. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any the reasonable fees, expenses and disbursements of (i) Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anypursuant to Section 3.2(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub Parent by the Target pursuant to the Merger Definitive Acquisition Agreement, to be allocated pro rata among the Parties in proportion to the number of Parent Shares (regardless of class) each would hold if the Closing had occurred, net of all costs and expenses incurred in connection with the expenses required to be borne by them pursuant to Section 3.01(b)Transaction, including, without limitation, the Consortium Transaction Expenses.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company at the Closing shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the such costs and expenses associated with (i) the negotiation, delivery delivery, and execution of this Agreement and the other Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless other than fees, expenses and disbursement of any separate Advisors retained by a Party pursuant to Section 1.03(b)unless otherwise agreed to in writing advance by the PartiesParties in writing); provided, however, that in the event that any regulatory authority raises objections to the above provision, such costs and expenses shall be borne in a manner to be agreed to by the Parties after negotiation in good faith. (b) Subject to the provisions of Section 4.013.01, Section 1.03(b) and Section 2.01(c), if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply)Transaction, the Parties agree to will be severally responsible for their respective share (allocated among the Parties on a pro rata basis in proportion to their committed equity contributionrespective beneficial ownership of Target Ordinary Shares) of the out-of-pocket costs and expenses incurred by or on behalf of Holdco and the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of Holdco or the Consortium or and the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the Target, including any fees, expenses and disbursements payable to Advisors retained for such purposespurposes (other than fees, expenses and disbursements of any separate Advisors retained by the Parties pursuant to Section 1.03(b) unless otherwise agreed to in advance by the Parties in writing). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall shall, within 90 days of notification of such breach, reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred in connection with this Transaction, including any fees, expenses and disbursements of (i) Advisors retained by the Parties (including the fees, expenses and disbursements of any separate Advisors retained by a Party pursuant to Section 1.03(b)) and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if any, without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each Party For the avoidance of doubt and for purposes of this Article II, all out-of-pocket costs and expenses incurred in connection with the Debt Financing will be included as out-of-pocket costs and expenses incurred in connection with the Transaction. (e) The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportionbreak-up, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity ownership in the Holdco or otherwise as may be agreed in writing among the Parties, net of the costs and expenses required to be borne incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by them pursuant to Section 3.01(b)the Parties.

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Parties shall cause the Company shall to reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, all fees, expenses and disbursements of Joint Advisors retained by the Buyer Consortium (other than fees and costs and expenses associated with (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of separate Advisors who were retained by the Parties or unless and only to the Consortium (unless otherwise extent such appointment and expenses are agreed to in advance in writing by the Parties). (b) Subject to the provisions of Section 4.01, if If the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c‎Section 3.1‎(c) below does not apply), the Parties agree to share (allocated ratably based on such Parties’ Expense Sharing Percentage or as may otherwise be agreed among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred payable by or on behalf of the Consortium them in connection with the Transaction incurred prior to the termination of the Transaction, including any fees, fees and expenses and disbursements payable to Joint Advisors retained for or on behalf by the Buyer Consortium (other than fees and costs of the Consortium or the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted separate Advisors who were retained by the Parties with respect unless and only to the Targetextent such appointment and expenses are agreed to in advance in writing by the Parties, including provided in ‎Section 2.2(b)). The Parties shall be entitled to receive, on a pro rata basis in accordance with their respective Contemplated Ownership Percentages, any feestermination or other fees or amounts payable, directly or indirectly, to Holdco by the Company pursuant to the Merger Agreement, net of the expenses incurred by Holdco and disbursements payable required to Advisors retained for such purposesbe borne by them pursuant to this ‎Section 3.1‎(b). (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more PartiesParty(ies), then the such breaching Party or Parties Party(ies) shall reimburse any non-breaching Party or Parties Party(ies) for all of its or their out-of-pocket costs and expenses incurred in connection with this Transactionexpenses, including any fees, fees and expenses and disbursements of (i) Joint Advisors retained by the Buyer Consortium and including the fees and costs of any separate Advisors who were retained by the Parties and (ii) any due diligence advisors engaged Debt Financing Sources in connection with the Debt Financing, incurred by the Consortium such non-breaching Party(ies) in connection with the Transaction, if any, without prejudice to any rights and or remedies otherwise available to such non-breaching Party. (d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(bParty(ies).

Expenses and Fee Sharing. (a) Upon consummation of the Transaction, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the costs and expenses associated with including (i) the negotiation, delivery and execution of the Documentation, (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, and (iii) the retention of Advisors by the Parties or the Consortium (unless otherwise agreed to in writing by the Parties). (b) Subject to the provisions of Section 4.01, if the Transaction is not consummated or this Agreement is terminated prior to the Closing of the Transaction (and Section 3.01(c) below does not apply), the Parties agree to share (allocated among the Parties in proportion to their committed equity contribution) the out-of-pocket costs and expenses incurred by or on behalf of the Consortium in connection with the Transaction, including any fees, expenses and disbursements payable to Advisors retained for or on behalf of the Consortium or the reasonable out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by the Parties with respect to the TargetCompany, including any (ii) fees, expenses and disbursements payable to any Advisor retained by the Chairman or any Initial Sponsor as contemplated by Section 2.3(a), and (iii) fees, expenses and disbursements payable to the joint Advisors to the Consortium and to any Financing Banks in connection with the Debt Financing (“Consortium Transaction Expenses”), and shall reimburse the Chairman and the Initial Sponsors for, or pay on behalf of the Chairman or any Initial Sponsor, as the case may be, fees, expenses and disbursements payable to any separate Advisors retained by the Chairman or any Initial Sponsor pursuant to Section 2.3(b). (b) If the Transaction is not consummated (and Section 3.1(c) does not apply), the Parties agree to share the Consortium Transaction Expenses (other than the fees and expenses of any Advisor for work performed solely on behalf of a Sponsor and not the Consortium (including, without limitation, with respect to structuring and documenting the co-investment arrangements between such purposesSponsor and its co-investors)) among the Parties in proportion to their then respective proposed or committed equity interest in Holdco, as contemplated by Section 1.4. (c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall reimburse any non-breaching Party or Parties for all of its or their out-of-pocket costs and expenses incurred by such non-breaching Party in connection with this Transaction, including the Consortium Transaction Expenses and any fees, expenses and disbursements of (i) payable to Advisors retained by the Parties and (ii) any due diligence advisors engaged by the Consortium in connection with the Transaction, if anynon-breaching Party pursuant to Section 2.3(b), without prejudice to any rights and remedies otherwise available to such non-breaching Party. (d) Each If a Party withdraws prior to the consummation of the Transaction and the Transaction is consummated, then the withdrawing Party shall pay its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its withdrawal, which shall be calculated in proportion to the commitment amount set forth in its then effective equity commitment letter delivered pursuant to Section 1.4 or, if no equity commitment letter has then been delivered, the amount set forth in the then effective Schedule B. (e) The Parties shall be entitled to receivereceive any termination, on a pro rata basis in accordance with its Respective Proportion, any termination break-up or other fees or amounts payable to Holdco or Merger Sub by the Target Company pursuant to the Merger Agreement, to be allocated pro rata among the Parties in proportion to their committed equity interests in Holdco as contemplated in the definitive Transaction documentation, net of the expenses required to be borne by them pursuant to Section 3.01(b)Consortium Transaction Expenses.