Common use of Holdco Ownership and Arrangements Clause in Contracts

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties Consortium Members shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. one or more wholly-owned subsidiaries, including Acquisition Company, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the each such subsidiary. The memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub Acquisition Company shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shallConsortium Member’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by it to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Consortium Members to Holdco in connection with the execution of Transaction. Specifically, each Consortium Member agrees to contribute or cause to be contributed to Holdco at the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger ConsiderationClosing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned Securities then held by it or (and its affiliated investment vehicles (if any). (dAffiliates) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed to by all the Consortium Members. For the avoidance of doubt, the Consortium Members agree that the obligation of the Consortium Members to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Acquisition Company to be set forth in the Merger Agreement. (c) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, in connection with the execution of the Merger Agreement, (i) each Consortium Member shall enter into a roll-over agreement in customary form, pursuant to which it will contribute at the Closing all Target Securities owned by it to Holdco, and (ii) Yiheng shall deliver an equity commitment letter in customary form pursuant to which it will fund, at the Closing, cash to Holdco in such amount as set forth in Schedule B. (d) The Founder Parties may in writingtheir reasonable discretion admit one or more additional investor(s) to the Consortium as additional sponsor(s) (including limited partners of the Sponsors) to provide additional equity capital for the consummation of the Transaction; provided that the Founder Parties shall consult with each Sponsor in advance and the admission of such additional sponsor(s) shall be subject to each Sponsor’s consent (which consent shall not be unreasonably withheld, delayed or conditioned). Any additional sponsor admitted to the Consortium pursuant to this Section 1.3(d) shall execute an adherence agreement to this Agreement in a form that is reasonably satisfactory to the Consortium Members (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement. The amount of the equity capital commitment of each Additional Sponsor shall be set forth in Schedule B, which shall be updated from time to time upon the admission of each Additional Sponsor.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, Centurium shall incorporate Holdco and depending on the Parties agreed structure, shall cause Holdco to incorporate Merger Sub and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be agreed by the Cayman IslandsMajority Initial Consortium Members. (b) Subsequent Each Party shall contribute to the execution of the Merger Agreement and prior to the ClosingHoldco, the Parties shall negotiate in good faith and use reasonable best efforts to exchange for newly issued Holdco Shares (i) enter into a shareholders’ agreement such amount of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions Rollover Securities as set forth on Appendix A (opposite its name under the column “Shareholders’ Agreement”); Rollover Securities” of the table under Part II of Schedule B and (ii) agree upon the terms a portion of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association total amount of the Surviving Company at cash equity financing required by Holdco to consummate the Closing. Transaction (csuch portion to be allocated by Centurium, as a representative authorized by the Initial Consortium Members, from time to time) Each Party shall(such portion, in connection with such Party’s “Cash Contribution”). With respect to any Party, the execution sum of (A) the deemed value of such Party’s Rollover Securities (which shall be calculated based on the per share purchase price offered to the shareholders of the Company in the Transaction (the “Per Share Merger AgreementPrice”), enter into a rollover agreement in customary form pursuant but without regard to which any vesting schedule or condition) and (B) the amount of such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles Party’s Cash Contribution (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares hereinafter referred to as the “Equity Contribution” of Holdcosuch Party. For the avoidance of doubt, each party if any Party’s Rollover Securities include Company Restricted Shares, the deemed value of such Company Restricted Shares shall not be obligated to provide any additional equity contribution in cash or otherwise in addition equal to the rollover product of (1) the number of Ordinary Shares underlying such Company Restricted Shares, multiplied by (2) the Per Share Merger Price. Each Party’s ownership percentage in Holdco as of immediately following the Closing and the number of Holdco Shares to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the value of such Party’s Equity Contribution, relative to (y) the aggregate value of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for Parties’ Equity Contributions. For the avoidance of doubt, the Parties agree that the obligation of each Party to make his or its Equity Contribution to Holdco under this Section 1.3(b) shall take be subject to the form satisfaction or waiver of the respective Parties’ Rollover Sharesconditions to the obligations of Holdco and its subsidiaries to consummate the Transaction to be set forth in the Definitive Documents. (c) The initial Contemplated Ownership Percentage of each Initial Consortium Member shall be equal to Holdcothe percentage set forth opposite its name in the column entitled “Contemplated Ownership Percentage” in Part II of Schedule B hereto. Centurium, as a representative authorized by the Initial Consortium Members, may, without further action by any other Party, update Part II of Schedule B from time to time to reflect the admission of any Additional Party pursuant to Section 1.4, the withdrawal of any Party from the Buyer Consortium pursuant to Section 1.1(b), the sale of PWM Pre-Closing Sale Shares pursuant to Section 4.9(b) or any change to the allocation of any Party’s Cash Contribution pursuant to Section 1.3(b), with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all updated Contemplated Ownership Percentages of the Parties (including any Additional Parties) to be calculated in writingthe same manner as the Parties’ respective ownership percentages in Holdco are calculated pursuant to the penultimate sentence of Section 1.3(b); provided that the amount of the Equity Contribution (including the number of Rollover Securities) of any Party shall not be changed without the prior consent of such Party; provided, further, that Centurium, as a representative authorized by the Initial Consortium Members, shall distribute a copy of the updated Schedule B to each Party promptly following each such update.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger AgreementDefinitive Agreements, the Parties Lead Investor shall (i) incorporate Holdco, and shall cause Holdco to incorporate Merger Sub Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) and as may be reasonably determined by the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); Lead Investor and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and adopt in good faith the memorandum and articles of association of Holdco, Merger SubSub and other intermediate holding companies (if any), which shall be in a form which is customary for transactions of this nature. The Parties further agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shall, in In connection with the execution Transaction and subject to the signing of, and satisfaction or waiver of the conditions set forth in, the Merger Agreement, enter into a rollover agreement in customary form pursuant at the Closing, each Party intends to which such Party agrees that certain Target Ordinary Shares owned by it contribute (or cause his, her or its affiliated investment vehicles (if anyAffiliates and/or designees to contribute) shall be cancelled for no Merger Considerationto Holdco, in exchange for newly issued ordinary shares equity interests in Holdco, (i) such number of HoldcoCompany Shares held by such Party and/or his, her or its Affiliates and/or designees as set forth in Schedule B as at the date hereof attached hereto, subject at all times to Section 1.4(d)(ii), unless otherwise determined jointly by the Lead Investor and the relevant Party from time to time (such Party’s “Rollover Shares”) and (ii) such amount of cash as set forth in Schedule B as at the date hereof attached hereto, subject at all times to Section 1.4(d)(ii), unless otherwise determined jointly by the Lead Investor and the relevant Party from time to time (such amount, such Party’s “Cash Contribution”). With respect to any Party, the sum of (A) the deemed value of such Party’s Rollover Shares (which shall be calculated based on the per share purchase price offered to the unaffiliated shareholders of the Company in the Transaction) and (B) the amount of such Party’s Cash Contribution shall equal the “Equity Contribution” of such Party. Each Party’s ownership percentage in Holdco on a non-diluted basis as of immediately following the Closing and the amount of equity interests in Holdco to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the amount of such Party’s Equity Contribution, relative to (y) the aggregate amount of all Parties’ Equity Contributions. For the avoidance of doubt, each party Party agrees that the obligation of such Party to contribute (or cause to be contributed) his, her or its Rollover Shares and Cash Contribution to Holdco under this Section 1.4(b) shall not be obligated to provide any additional equity contribution in cash or otherwise in addition subject to the rollover satisfaction or waiver of all Target Ordinary Shares owned by it or the conditions to the obligations of Holdco and its affiliated investment vehicles subsidiaries to consummate the Transaction to be set forth in the Definitive Agreements. (if any)c) The Lead Investor hereby covenants that to the extent any debt financing(s) will be undertaken for purposes of consummation of the Transaction, such financing(s) shall be obtained from reputable commercial banks on arms-length terms. (d) The relative ownership Each Party hereby agrees that (i) the Lead Investor may prepare and maintain a schedule setting forth the number of Rollover Shares and the amount of Cash Contribution of each Party (the “Equity Contribution Schedule”); (ii) the number of Rollover Shares or the amount of Cash Contribution of any Party shall not in any event, without prior consent of such Party, be increased to more than such Party’s Rollover Shares or Cash Contribution, as applicable, as set forth in Schedule B as at the date hereof attached hereto; and (iii) subject at all times to Section 1.4(b) and 1.4(d)(ii) above, the amount of Cash Contribution of any Party may be adjusted from time to time in accordance with Section 1.4(b) (including upon the admission of any Additional Member pursuant to Section 1.5 and upon the withdrawal of any Party from the Consortium pursuant to Sections 1.1(b) or 1.4(e)), and the Lead Investor shall have the right to update the Equity Contribution Schedule from time to time to reflect such adjustments. (e) Prior to the execution of the Definitive Agreements, the Parties shall negotiate in good faith to reach agreement on a term sheet for a shareholder agreement that will take effect immediately after the Closing, and would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type, which shall be executed by the Parties and/or their respective Affiliates on or immediately after the Closing (the “Shareholders Agreement”). The Parties hereby agree that (i) the equity securities in Holdco to be issued to each Party in exchange for such Party’s Equity Contribution shall have identical economic rights in all respects, including with respect to ranking, rights to distributions and convertibility; and (ii) the Shareholders Agreement shall contain customary minority shareholder protection rights for transactions of this type (the “Core Principles”). If any Party fails to reach agreement with the Lead Investor with respect to the terms of the Shareholders Agreement term sheet, the Lead Investor shall deliver a notice to such Party to resolve such disagreement following which such Party and the Lead Investor shall use reasonable efforts and discuss in good faith to resolve such disagreement. If such disagreement remains unresolved for more than ten (10) Business Days after delivery of such notice, provided that the Lead Investor is in compliance with the Core Principles, then such Party shall be based on their relative capital contributions (which, for deemed to have withdrawn from the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as Consortium unless otherwise agreed to by all the Lead Investor. Notwithstanding anything to the contrary in this Agreement, any agreement to which a Party is a party to will require the consent of such Party determined at its sole discretion, and in no event will any Party be obligated without his, her or its consent to enter into or otherwise be a party to any document. (f) Any Rollover Share number referred to in this Agreement shall be appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Parties in writingCompany Shares after the date of this Agreement.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include customary terms for transaction of similar nature (the “Shareholders’ Agreement”). (c) Each Party shall, or shall use its commercially reasonable efforts to cause its Affiliate(s) to, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For will contribute at the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of Closing all Target Ordinary Shares (or such other number of Target Ordinary Shares as may be agreed upon by the Parties) owned by him/it or his/its affiliated investment vehicles (if any), and his spouse and other family members, if applicable, or their respective affiliated investment vehicles (if any), to Holdco, and, if applicable and subject to the agreement among the Parties. Each Party shall, or shall use its reasonable best efforts to cause its Affiliate(s) to, in connection with the execution of the Merger Agreement, deliver a funding commitment letter in customary form, pursuant to which, such Party or its Affiliate(s), as applicable, will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The relative ownership of Holdco by the Parties (or their respective Affiliate(s)) shall be based on their relative capital contributions (whichto Holdco pursuant to Section 1.01(c), for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Ordinary Shares contributed by the Parties (or their respective Affiliate(s)) being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing. For the avoidance of doubt, Target Class A Ordinary Shares shall be valued at the same per share consideration as Target Class B Ordinary shares.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub; and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon in good faith the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shall, in connection with Subsequent to the execution of the Merger Agreement, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a rollover shareholders agreement of Holdco that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary form pursuant to which for transactions of this type. (c) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by such Party agrees that certain Target Ordinary Shares owned to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by it or its affiliated investment vehicles all of the Parties to Holdco in connection with the Transaction (if any) shall be cancelled for no Merger Considerationin each case, from whatever sources derived). Specifically, the Management Parities agree to contribute to Holdco at the Closing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Management Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed to by all of the Parties in writing. If so agreed, Target Ordinary Shares not contributed by the Management Parties to Holdco at the Closing pursuant to the preceding sentence shall be paid the per share consideration provided for in the Merger Agreement and cancelled at the Closing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement. (d) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Sponsor shall, in connection with the execution of the Merger Agreement, (i) enter into a roll-over agreement in customary form pursuant to which it will contribute at the Closing all Target Ordinary Shares owned by it (if any) to Holdco; and/or (ii) deliver an equity commitment letter in customary form, pursuant to which it will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (e) The Chairman may, in his sole discretion, admit one or more additional investor(s) to the Consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.3(e) shall execute an adherence agreement to this Agreement in form and substance to be agreed by the parties.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, other intermediate holding companies as may be agreed by the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and in good faith the memorandum and articles of association of Holdco, Merger SubSub and other intermediate holding companies (if any). The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shall, to the extent Owning any Company Shares (as defined below), enter into a roll-over agreement in connection with the execution of the Merger Agreement, enter into a rollover agreement Agreement in customary form pursuant to which such Party agrees that certain Target Ordinary it will contribute at the Closing all Company Shares owned Owned by it to Holdco. (c) Each Party shall, to the extent it beneficially Owns any Company Shares, enter into a roll-over agreement pursuant to which it will contribute all of such Company Shares to Holdco (or its affiliated investment vehicles (if anyany intermediate holding company) shall be cancelled for no Merger Consideration, at the Closing in exchange for proportionate newly issued ordinary shares of Holdco. For Holdco (or any intermediate holding company) (with the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Company Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco contributed by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Sharespursuant to Section 1.3(c) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement). (d) The Sponsor shall deliver an equity commitment letter (the “Equity Commitment Letter”) in a customary form, except as otherwise agreed pursuant to by all which (and subject to the terms and conditions thereof) it will fund, at the Closing, cash to Holdco in an amount no less than the one set forth in Schedule B attached hereto (the “Proposed Investment Amount”), in each case in exchange for proportionate newly issued equity interests in Holdco. (e) For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Company Shares and cash to Holdco (or any intermediate holding company) shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in writingthe Merger Agreement (and the satisfaction or waiver of the various conditions to be set forth in the roll-over agreement and Equity Commitment Letters, as applicable). Each Party agrees that it will cause Holdco and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of each Party. Each Party further agrees that it will cause Holdco and Merger Sub not to determine that any conditions under the Merger Agreement have been satisfied or to consummate the Merger without the prior written consent of each Party, which consent shall not be unreasonably withheld, delayed or conditioned.

Holdco Ownership and Arrangements. (a) Prior to the execution commencement of the Merger AgreementOffer, the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution commencement of the Merger Agreement Offer and prior to the Closingsuccessful consummation of the Offer in accordance with its terms (the “Offer Consummation”), the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the ClosingOffer Consummation, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Unless otherwise agreed, the Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection Concurrently with the execution of the Merger this Agreement, each Party shall enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Considerationconsideration, in exchange for newly issued ordinary shares of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of include the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger AgreementOffer Price, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger AgreementDefinitive Agreements, the Parties Co-Founders shall (i) incorporate Holdco, and, if appropriate, shall cause Holdco to incorporate Merger Sub Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be deemed necessary by the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the ClosingCo-Founders, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and adopt the memorandum and articles of association of Holdco, Merger SubSub and other intermediate holding companies (if any). The Parties further agree that the memorandum and articles of association of Holdco, or if appropriate, Merger Sub Sub, shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shallAt the Closing, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such each Party agrees that certain Target Ordinary Shares owned by it to contribute (or cause his, her or its affiliated investment vehicles (if anyAffiliates to contribute) shall be cancelled for no Merger Considerationto Holdco, in exchange for newly issued ordinary shares equity interests in Holdco, (i) such number of HoldcoCompany Shares held by such Party and/or his, her or its Affiliates and as determined by the Co-Founders from time to time (such Company Shares, the “Rollover Shares” and such number of Company Shares held by a Party, such Party’s “Rollover Contribution”) and (ii) such amount of cash as determined by the Lead Investors unanimously from time to time (such amount, such Party’s “Cash Contribution”). With respect to any Party, the sum of (A) the deemed value of such Party’s Rollover Shares (which shall be calculated based on the per share purchase price offered to the unaffiliated shareholders of the Company in the Transaction) and (B) the amount of such Party’s Cash Contribution (the aggregate amount of (A) and (B) of each party, the “Equity Contribution” of such Party). Each Party’s ownership percentage in Holdco as of immediately following the Closing and the amount of equity interests in Holdco to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the amount of such Party’s Equity Contribution, relative to (y) the aggregate amount of all Parties’ Equity Contributions. For the avoidance of doubt, each party Party agrees that the obligation of such Party to contribute his, her or its Rollover Shares and Cash Contribution to Holdco under this Section 1.3(b) shall not be obligated to provide any additional equity contribution in cash or otherwise in addition subject to the rollover satisfaction or waiver of all Target Ordinary the conditions to the obligations of Holdco and its subsidiaries to consummate the Transaction to be set forth in the Definitive Agreements. (c) Each Party hereby agrees that (i) the Co-Founders may prepare and maintain a schedule setting forth the number of Rollover Shares owned and the amount of Cash Contribution of each Party (the “Equity Contribution Schedule”); (ii) the number of Rollover Shares or the amount of Cash Contribution of any Party shall not, without prior consent of such Party, be increased to more than such Party’s Rollover Shares or Cash Contribution, as applicable, as set forth in Schedule B attached hereto; and (iii) the number of Rollover Shares and/or the amount of Cash Contribution of any Party may be adjusted from time to time by it the Co-Founders (including upon the admission of any Additional Member pursuant to Section 1.4 or its affiliated investment vehicles (if anythe withdrawal of any Party from the Consortium pursuant to Section 1.1(b)), and the Co-Founders shall have the right to update the Equity Contribution Schedule from time to time to reflect such adjustments. (d) The relative ownership Prior to the execution of the Definitive Agreements, the Parties shall negotiate in good faith to reach agreement on a term sheet for a shareholder agreement that will take effect immediately after the Closing, and would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type, and such other terms and conditions as may be mutually agreed by all of the Lead Investors from time to time, which shall be executed by the Parties and/or their respective Affiliates on or immediately after the Closing (the “Shareholders Agreement”). If any Party fails to reach agreement with all of the Lead Investors with respect to the terms of such Shareholders Agreement term sheet, and such failure continues for more than five (5) Business Days after a notice delivered by the Lead Investors jointly to resolve such disagreement, then such Party shall be based on their relative capital contributions (which, for deemed to have withdrawn from the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as Consortium unless otherwise agreed to by all of the Parties in writingLead Investors.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco Definitive Documents and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) In connection with the Transaction and subject to the signing of, and the satisfaction or waiver of the conditions set forth in, the Merger Agreement and the other Definitive Documents, each Party shall at the Closing contribute, or cause to be contributed, to Holdco all of the Target Ordinary Shares and other Securities of the Target held by such Party or its Affiliates prior to the Closing. (c) Each Party’s ownership percentage in Holdco immediately after the consummation of the Transaction shall be set out in the Definitive Documents. The Sponsor Parties hereby jointly and severally commit and agree to (i) subscribe for (or cause to be subscribed for) securities of Holdco on terms and conditions to be reasonably agreed by the Founder Parties and the Sponsor Parties and to pay (or cause to be paid) to Holdco in immediately available funds at or prior to the Closing an aggregate cash subscription price that would be adequate for the Consortium to consummate the Transaction regardless of whether there is any Additional Party shalladmitted to the Consortium in accordance with Section 1.4, (ii) procure debt financing(s) for Holdco or Merger Sub at or prior to Closing on terms and conditions to be reasonably agreed by the Founder Parties and the Sponsor Parties for the Consortium to consummate the Transaction in connection with addition to the commitment in sub-clause (i) above (the “Debt Financing”), (iii) upon Holdco’s request, execute and deliver an equity commitment letter on terms reasonably satisfactory to Holdco and the Founder Parties in a timely manner at or prior to the execution of the Merger Agreement, enter into and (iv) upon Xxxxxx’s request, cause to execute and deliver one or more debt financing commitment letter(s) from one or more debt financier(s) on terms reasonably satisfactory to Holdco and the Founder Parties in a rollover agreement in customary form pursuant timely manner at or prior to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no the execution of the Merger Consideration, in exchange for newly issued ordinary shares of HoldcoAgreement. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for agree that the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all obligation of the Parties in writingto actually purchase and pay for any securities of Holdco shall be subject to the signing of, and the satisfaction or waiver of the conditions set forth in, the Merger Agreement and the other Definitive Documents.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under Sub, and (ii) negotiate in good faith and use reasonable best efforts to agree upon the laws terms of the Cayman Islandsmemorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company immediately upon the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the include customary terms and conditions set forth on Appendix A for transactions of similar nature (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For will contribute at the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of Closing all Target Ordinary Shares owned by it or him/it, his/its affiliated investment vehicles (if any), and his spouse and other family members, if applicable, or their respective affiliated investment vehicles (if any), to Holdco, and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (whichto Holdco, for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub; and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon in good faith the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shall, in connection with Subsequent to the execution of the Merger Agreement, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a rollover shareholders agreement of Holdco that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary form pursuant to which for transactions of this type. (c) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by such Party agrees that certain Target Ordinary Shares owned to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by it all of the Parties to Holdco in connection with the Transaction (in each case, from whatever sources derived). Specifically, the Management Parties agree to contribute or its affiliated investment vehicles (if any) shall cause to be cancelled for no Merger Considerationcontributed to Holdco at the Closing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Common Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Management Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as may otherwise be agreed to by all of the Parties in writing. If so agreed, Target Common Shares not contributed by the Management Parties to Holdco at the Closing pursuant to the preceding sentence shall be paid based on the per share consideration provided for in the Merger Agreement and cancelled at the Closing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement. (d) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Sponsor shall, in connection with the execution of the Merger Agreement, (i) enter into a roll-over agreement in customary form pursuant to which it will contribute at the Closing all Target Common Shares owned by it (if any) to Holdco; and/or (ii) deliver an equity commitment letter in customary form, pursuant to which it will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (e) The Chairman may, in his sole discretion, admit one or more additional investor(s) to the Consortium as Additional Sponsor(s) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.4(e) shall execute an adherence agreement to this Agreement in form and substance to be agreed by the parties.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties Sponsors shall incorporate Holdco and depending on the agreed structure, shall cause Holdco to incorporate Merger Sub Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) and as otherwise may be agreed by all of the Cayman IslandsParties. (b) Subsequent to Unless otherwise agreed in writing by Parties, each Party’s ownership percentage of the execution Company immediately following the Transaction (the “Contemplated Ownership Percentage” of such Party) shall be calculated based on the proportion that (a) the amount of cash paid, and the deemed value of the Covered Shares (based on the per share cash consideration offered under the Merger Agreement and prior to shareholders of the ClosingCompany that are not Affiliated with any member of the Buyer Consortium) contributed by, the Parties shall negotiate in good faith and use reasonable best efforts such Party to Holdco, bears to (ib) enter into a shareholders’ agreement the aggregate value contributed or deemed contributed by all shareholders of Holdco that will take effect at to Holdco (whether in the Closingform of cash, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”Covered Shares or other consideration); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant shall contribute to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger ConsiderationHoldco, in exchange for newly issued ordinary shares a proportional amount of equity securities of Holdco, such percentage of any cash equity financing required by the Holdco (as reasonably determined by the Sponsors) to consummate the Transaction as set forth opposite its name in Schedule B under “Cash Contribution Percentage”. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for agree that the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all obligation of the Parties to make cash or in-kind contributions to Holdco or purchase and pay for any Holdco equity securities shall be subject to (i) the execution and delivery of the Definitive Documents, which shall be in writingform and substance satisfactory to both Sponsors, and (ii) the satisfaction or waiver of the various conditions to the obligations of Holdco to be set forth in the Definitive Documents.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco Definitive Documents and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) In connection with the Transaction and subject to the signing of, and the satisfaction or waiver of the conditions set forth in, the Merger Agreement and the other Definitive Documents, each Party shall at the Closing contribute, or cause to be contributed, to Holdco all of the Target Ordinary Shares and other Securities of the Target held by such Party or its Affiliates prior to the Closing. (c) Each Party’s ownership percentage in Holdco immediately after the consummation of the Transaction shall be set out in the Definitive Documents. The Sponsor Parties hereby jointly and severally commit and agree to (i) subscribe for (or cause to be subscribed for) securities of Holdco on terms and conditions to be reasonably agreed by the Founder Parties and the Sponsor Parties and to pay (or cause to be paid) to Holdco in immediately available funds at or prior to the Closing an aggregate cash subscription price that would be adequate for the Consortium to consummate the Transaction regardless of whether there is any Additional Party shalladmitted to the Consortium in accordance with Section 1.4, (ii) procure debt financing(s) for Holdco or Merger Sub at or prior to Closing on terms and conditions to be reasonably agreed by the Founder Parties and the Sponsor Parties for the Consortium to consummate the Transaction in connection with addition to the commitment in sub-clause (i) above (the “Debt Financing”), (iii) upon Xxxxxx’s request, execute and deliver an equity commitment letter on terms reasonably satisfactory to Holdco and the Founder Parties in a timely manner at or prior to the execution of the Merger Agreement, enter into and (iv) upon Xxxxxx’s request, cause to execute and deliver one or more debt financing commitment letter(s) from one or more debt financier(s) on terms reasonably satisfactory to Holdco and the Founder Parties in a rollover agreement in customary form pursuant timely manner at or prior to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no the execution of the Merger Consideration, in exchange for newly issued ordinary shares of HoldcoAgreement. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for agree that the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all obligation of the Parties in writingto actually purchase and pay for any securities of Holdco shall be subject to the signing of, and the satisfaction or waiver of the conditions set forth in, the Merger Agreement and the other Definitive Documents.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger AgreementDefinitive Agreements (as defined below), the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman IslandsHoldco. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ shareholders agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed (including rollover equity), by such Party shallto Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Parties to Holdco in connection with the execution of Transaction. Specifically, the Merger Agreement, enter into a rollover agreement in customary form pursuant Chairman Parties agree to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Considerationcontribute to Holdco at the Closing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Chairman Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger AgreementDefinitive Agreements. For the avoidance of doubt, except as otherwise agreed to by all the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco to be set forth in writingthe Definitive Agreements. The Parties further agree that no Party’s ownership percentage in Holdco shall be equal to or higher than the Chairman Parties’ ownership percentage in Holdco. (d) Chairman and FountainVest may jointly agree to admit one or more additional investor(s) to the Consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction; provided that the Chairman and FountainVest shall consult with the other Sponsors regarding the admission of any additional investor(s) to the Consortium in advance of such admission. Any additional sponsor admitted to the Consortium pursuant to this Section 1.4(d) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under and other intermediate holding companies as requested by the laws of the Cayman Islands. Financing Banks (bif any) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and in good faith the memorandum and articles of association of Holdco, Merger Sub. The Parties agree that Sub and other intermediate holding companies (if any) and the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Prior to the execution of the Merger Agreement, the Parties or their respective Controlled Affiliates shall negotiate in good faith and enter into a term sheet for the shareholders agreement of Holdco, which shareholders agreement will be entered into by the Parties or their respective Controlled Affiliates promptly after the Closing. (c) Each To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, (i) each Party shall, to the extent Owning any Company Shares, enter into a roll-over agreement in connection with the execution of the Merger Agreement, enter into a rollover agreement Agreement in customary form pursuant to which such Party agrees that certain Target Ordinary it will contribute at the Closing all Company Shares owned Owned by it or to Holdco, and (ii) each Sponsor shall deliver an equity commitment letter in customary form, pursuant to which (and subject to the terms and conditions thereof) it will fund, at the Closing, cash to Holdco in an amount no less than as set forth opposite its affiliated investment vehicles name in Schedule B attached hereto (if any) shall be cancelled for no Merger Considerationeach Sponsor’s “Minimum Commitment Amount”), in each case in exchange for proportionate newly issued ordinary shares of equity interests in Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership Ownership of Holdco by the Parties shall be based on their relative capital contributions to Holdco pursuant to Section 1.4(c) (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Company Shares contributed by the Parties pursuant to Section 1.4(c)(i) being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (e) Each Principal Consortium Member shall have the right to nominate one or more additional sponsors to provide additional equity capital for the consummation of the Transaction, the admission of which to the Consortium shall be subject to the Chairman’s consent in his sole discretion (such additional sponsors, the “Additional Sponsors”, and together with the Initial Sponsors, the “Sponsors”); provided that the Chairman shall consult with the Initial Sponsors regarding the admission of any additional sponsor in advance of such admission; provided further that the Chairman shall have the right to unilaterally admit one or more Affiliate(s) of the Chairman, other management members of the Company and/or other founders of the Company to the Consortium as Additional Sponsor(s), but the Chairman shall consult with the Initial Sponsors regarding any such admission in advance of such admission. Notwithstanding the foregoing, the Parties agree that, without the prior written consent of each of the Principal Consortium Members, no Additional Sponsor shall be added if such admission pursuant to this Section 1.4(e) shall result in the aggregate Company Shares Owned by the Consortium exceeding 4.9% or otherwise result in any obligation on any Party to file a Schedule 13D beneficial ownership report with the U.S. Securities and Exchange Commission. Any Additional Sponsor admitted to the Consortium pursuant to this Section 1.4(e) shall execute an adherence agreement to this Agreement substantially in the form attached hereto as Schedule C (the “Adherence Agreement”). Upon the admission of any Additional Sponsor, Schedule B shall be updated to reflect the amount of cash committed by such Additional Sponsor. (f) For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Company Shares and cash to Holdco shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement (and the satisfaction or waiver of the various conditions to be set forth in the roll-over agreement and equity commitment letters, as applicable). Each Party agrees that it will cause Holdco and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of each of the Principal Consortium Members. Each Party further agrees that it will cause Holdco and Merger Sub not to determine that any conditions under the Merger Agreement have been satisfied or to consummate the Merger without the prior written consent of each of the Principal Consortium Members, which consent shall not be unreasonably withheld, delayed or conditioned.

Holdco Ownership and Arrangements. (a) Prior to In connection with the execution of the Merger AgreementTransaction, the Parties shall may incorporate or use an existing company as Holdco and depending on the agreed structure, may cause Holdco to incorporate Merger Sub under the laws of the Cayman IslandsSub, and any other intermediate holding companies. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ shareholders agreement of Holdco that will take effect at on or after the Closing, which shall include, among others, the terms Closing and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms contain provisions customary for transactions of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closingthis type. (c) Each Party shallUnless otherwise agreed in writing by Parties, in connection with the execution each Party’s ownership percentage of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which Company immediately following the Transaction (the “Contemplated Ownership Percentage” of such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if anyParty) shall be cancelled for no calculated based on the proportion that (a) the amount of cash paid, and the deemed value of the Covered Shares (based on the per share cash consideration offered under the Merger ConsiderationAgreement to shareholders of the Company that are not Affiliated with any member of the Buyer Consortium) contributed by, such Party to Holdco, bears to (b) the aggregate value contributed or deemed contributed by all shareholders of Holdco to Holdco (whether in the form of cash, Covered Shares or other consideration). Specifically, the Management Parties agree to contribute to Holdco at the Closing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Management Parties shall be and their respective Affiliates based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger AgreementDefinitive Agreements. For the avoidance of doubt, except as otherwise agreed to by all the Parties agree that the obligation of the Parties to make cash or in-kind contributions to Holdco or purchase and pay for any Holdco equity securities shall be subject to (i) the execution and delivery of the Definitive Agreements, which shall be in writingform and substance satisfactory to the Parties, and (ii) the satisfaction or waiver of the various conditions to the obligations of Holdco to be set forth in the Definitive Agreements.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger AgreementDefinitive Agreements, the Parties Co-Founders shall (i) incorporate Holdco, and, if appropriate, shall cause Holdco to incorporate Merger Sub Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be deemed necessary by the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the ClosingCo-Founders, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and adopt the memorandum and articles of association of Holdco, Merger SubSub and other intermediate holding companies (if any). The Parties further agree that the memorandum and articles of association of Holdco, or if appropriate, Merger Sub Sub, shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shallAt the Closing, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such each Party agrees that certain Target Ordinary Shares owned by it to contribute (or cause his, her or its affiliated investment vehicles (if anyAffiliates to contribute) shall be cancelled for no Merger Considerationto Holdco, in exchange for newly issued ordinary shares equity interests in Holdco, (i) such number of HoldcoCompany Shares held by such Party and/or his, her or its Affiliates and as determined by the Co-Founders from time to time (such Company Shares, the “Rollover Shares” and such number of Company Shares held by a Party, such Party’s “Rollover Contribution”) and (ii) such amount of cash as determined by the Lead Investors unanimously from time to time (such amount, such Party’s “Cash Contribution”). With respect to any Party, the sum of (A) the deemed value of such Party’s Rollover Shares (which shall be calculated based on the per share purchase price offered to the unaffiliated shareholders of the Company in the Transaction) and (B) the amount of such Party’s Cash Contribution (the aggregate amount of (A) and (B) of each party, the “Equity Contribution” of such Party). Each Party’s ownership percentage in Holdco as of immediately following the Closing and the amount of equity interests in Holdco to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the amount of such Party’s Equity Contribution, relative to (y) the aggregate amount of all Parties’ Equity Contributions. For the avoidance of doubt, each party Party agrees that the obligation of such Party to contribute his, her or its Rollover Shares and Cash Contribution to Holdco under this Section 1.3(b) shall not be obligated to provide any additional equity contribution in cash or otherwise in addition subject to the rollover satisfaction or waiver of all Target Ordinary the conditions to the obligations of Holdco and its subsidiaries to consummate the Transaction to be set forth in the Definitive Agreements. (c) Each Party hereby agrees that (i) the Co-Founders may prepare and maintain a schedule setting forth the number of Rollover Shares owned and the amount of Cash Contribution of each Party (the “Equity Contribution Schedule”); (ii) the number of Rollover Shares or the amount of Cash Contribution of any Party shall not, without prior consent of such Party, be increased to more than such Party’s Rollover Shares or Cash Contribution, as applicable, as set forth in Schedule A attached hereto; and (iii) the number of Rollover Shares and/or the amount of Cash Contribution of any Party may be adjusted from time to time by it the Co-Founders (including upon the admission of any Additional Member pursuant to Section 1.4 or its affiliated investment vehicles (if anythe withdrawal of any Party from the Consortium pursuant to Section 1.1(b)), and the Co-Founders shall have the right to update the Equity Contribution Schedule from time to time to reflect such adjustments. (d) The relative ownership Prior to the execution of the Definitive Agreements, the Parties shall negotiate in good faith to reach agreement on a term sheet for a shareholder agreement that will take effect immediately after the Closing, and would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type, and such other terms and conditions as may be mutually agreed by all of the Lead Investors from time to time, which shall be executed by the Parties and/or their respective Affiliates on or immediately after the Closing (the “Shareholders Agreement”). If any Party fails to reach agreement with all of the Lead Investors with respect to the terms of such Shareholders Agreement term sheet, and such failure continues for more than five (5) Business Days after a notice delivered by the Lead Investors jointly to resolve such disagreement, then such Party shall be based on their relative capital contributions (which, for deemed to have withdrawn from the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as Consortium unless otherwise agreed to by all of the Parties in writingLead Investors.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under Sub, and (ii) negotiate in good faith and use reasonable best efforts to agree upon the laws terms of the Cayman Islandsmemorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company immediately upon the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement amongst themselves in their respective capacities as shareholders of Holdco that will take effect at the Closing, which shall include, among others, the include customary terms and conditions set forth on Appendix A for transactions of a similar nature (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant to which such Party agrees that certain will contribute at the Closing all Target Ordinary Common Shares owned by him/it or and his/its affiliated investment vehicles (if any) shall to Holdco, and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will fund, at the Closing, cash to Holdco in an amount to be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For agreed upon by the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any)Parties. (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (whichto Holdco, for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Common Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing. For the avoidance of doubt, Target Class A Common Shares shall be valued at the same per share consideration as Target Class B Common Shares.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall cause Lead Investors will arrange to incorporate Holdco and depending on the agreed structure, will arrange for Holdco to incorporate Merger Sub under the laws of the Cayman IslandsSub. (b) Subsequent to the execution of the Merger Agreement and prior to At the Closing, the Parties each Party shall negotiate in good faith and use reasonable best efforts to contribute (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closingor cause his, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it her or its affiliated investment vehicles (if anyAffiliates to contribute) shall be cancelled for no Merger Considerationto Holdco, in exchange for newly issued ordinary Holdco Shares, (i) such number of shares of HoldcoCommon Stock held by such Party and/or his, her or its Affiliates and as determined by the Lead Investors from time to time (such Party’s “Rollover Shares”) and (ii) such amount of cash as determined by the Lead Investors from time to time (such amount, such Party’s “Cash Contribution”). With respect to any Party, the sum of (A) the deemed value of such Party’s Rollover Shares (which shall be calculated based on the per share purchase price offered to the stockholders of the Company in the Transaction (the “Per Share Merger Price”), but without regard to any vesting schedule or condition) and (B) the amount of such Party’s Cash Contribution shall be hereinafter referred to as the “Equity Contribution” of such Party. Each Party’s ownership percentage in Holdco as of immediately following the Closing and the number of Holdco Shares to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the amount of such Party’s Equity Contribution, relative to (y) the aggregate amount of all Parties’ Equity Contributions. For the avoidance of doubt, each party Party agrees that the obligation of such Party to contribute his, her or its Rollover Shares and Cash Contribution to Holdco under this Section 1.3(b) shall not be obligated to provide any additional equity contribution in cash or otherwise in addition subject to the rollover satisfaction or waiver of all Target Ordinary the conditions to the obligations of Holdco and its subsidiaries to consummate the Transaction to be set forth in the Definitive Documents. (c) Each Party hereby agrees that (i) the Lead Investors may prepare and maintain a schedule setting forth the number of Rollover Shares owned and the amount of Cash Contribution of each Party (the “Equity Contribution Schedule”); (ii) the number of Rollover Shares or the amount of Cash Contribution of any Party shall not, without prior consent of such Party, be increased to more than such Party’s Rollover Shares or Cash Contribution, as applicable, as set forth in the first Equity Contribution Schedule circulated by it the Lead Investors to the other Parties or its affiliated investment vehicles the Adherence Agreement (if anyas defined below) executed and delivered by such Party, as applicable; and (iii) the number of Rollover Shares and/or the amount of Cash Contribution of any Party may be adjusted from time to time by the Lead Investors (including upon the admission of any Additional Party pursuant to Section 1.4 or the withdrawal of any Party from the Buyer Consortium pursuant to Section 1.1(b), or as a result of any Transfer as permitted under Section 4.4(a) from time to time prior to the Closing), and the Lead Investors shall have the right to update the Equity Contribution Schedule from time to time to reflect such adjustments and the corresponding changes in the Sponsors’ respective Sponsor Percentages. (d) The relative ownership Sponsor Percentage of Holdco each Sponsor shall be a fraction, (i) the numerator of which is the amount of Cash Contribution to be made by such Sponsor and (ii) the denominator of which is the aggregate amount of Cash Contribution to be made by all the Sponsors; provided that the initial Sponsor Percentage of each Sponsor as of the date hereof shall be equal to the percentage set forth opposite the name of such Sponsor under the column “Sponsor Percentage” of the first Equity Contribution Schedule circulated by the Parties shall be based on their relative capital contributions (which, for Lead Investors to the avoidance of doubt, shall take the form of the respective other Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include customary terms for transaction of similar nature as well as provisions in relation to SINA’s special obligation and right as provided in Schedule B hereto (the “Shareholders’ Agreement”). (c) Each Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant to which such Party agrees that certain will contribute at the Closing all Target Ordinary Shares owned by him/it or his/its affiliated investment vehicles (if any) shall to Holdco, and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will fund, at the Closing, cash to Holdco in an amount to be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For agreed upon by the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any)Parties. (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (whichto Holdco, for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders agreement of Holdco that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type. (c) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed, by such Party to Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Parties to Holdco in connection with the Transaction (in each case, from whatever sources derived). Specifically, the Parties agree to contribute or cause to be contributed to Holdco at the Closing, in exchange for newly issued ordinary shares of Holdco, all of the Target Common Shares then beneficially owned by the Parties as provided in the Support Agreement, except as may otherwise be agreed by the Parties in writing. If so agreed, Target Common Shares not contributed by the Parties to Holdco at the Closing pursuant to the preceding sentence shall be paid based on the per share consideration provided for in the Merger Agreement and cancelled at the Closing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement. (d) To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement the Support Agreement in customary form pursuant to which such Party he or she agrees that to the cancellation of a certain number of Target Ordinary Common Shares beneficially owned by it him or its affiliated investment vehicles (if any) shall be cancelled her for no Merger Considerationconsideration at the effective time of the Transaction and to subscribe, in exchange or cause a party designated by him or her to subscribe for a corresponding number of newly issued ordinary shares of Holdco. For Holdco in accordance with the avoidance terms of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any)Support Agreement. (de) The relative ownership Chairman may, in his sole discretion, admit one or more additional investor(s) to the Consortium as consortium member(s) to provide additional equity capital for the consummation of Holdco the Transaction. Any additional consortium members admitted to the Consortium pursuant to this Section 1.3(e) shall execute an adherence agreement to this Agreement in form and substance to be agreed by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include customary terms for transaction of similar nature (the “ Shareholders’ Agreement ”). (c) Each Party shall, or shall use its commercially reasonable efforts to cause its Affiliate(s) to, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For will contribute at the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of Closing all Target Ordinary Shares (or such other number of Target Ordinary Shares as may be agreed upon by the Parties) owned by him/it or his/its affiliated investment vehicles (if any), and his spouse and other family members, if applicable, or their respective affiliated investment vehicles (if any), to Holdco, and, if applicable and subject to the agreement among the Parties. Each Party shall, or shall use its reasonable best efforts to cause its Affiliate(s) to, in connection with the execution of the Merger Agreement, deliver a funding commitment letter in customary form, pursuant to which, such Party or its Affiliate(s), as applicable, will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The relative ownership of Holdco by the Parties (or their respective Affiliate(s)) shall be based on their relative capital contributions (whichto Holdco pursuant to Section 1.01(c), for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Ordinary Shares contributed by the Parties (or their respective Affiliate(s)) being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing. For the avoidance of doubt, Target Class A Ordinary Shares shall be valued at the same per share consideration as Target Class B Ordinary shares.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the The Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate agree in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub , which shall become the memorandum and articles of association of the Surviving Company at the Closing. (cb) Each Party shallTo finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, (i) each Sponsor that owns any Company Shares and is a party to the Support Agreement shall contribute at the Closing all Company Shares that are Rollover Shares (as defined in the Support Agreement) owned by it to Holdco, and (ii) each Sponsor shall amend their respective Equity Commitment Letter or deliver one or more equity commitment letters in agreed form, as applicable, on or prior to the Closing at the Chairman’s request, pursuant to which (and subject to the terms and conditions thereof) it will fund, at the Closing, cash to Holdco in an amount no less than as set forth opposite its name in Schedule B attached hereto (each Sponsor’s “Proposed Investment Amount”) or such other amount as the Chairman may specify in accordance with this Section 1.4(b) (if so specified, such final amount, the “Final Investment Amount”), in connection each case in exchange for proportionate newly issued equity interests in Holdco; provided, that if any Sponsor has not entered into an Equity Commitment Letter or does not deliver any equity commitment letter pursuant to this Section 1.4(b) on or prior to the Closing, such Sponsor shall (1) subject to the conditions set forth in Section 2 of the Equity Commitment Letters, which shall be deemed to apply mutatis mutandis to this Section 1.4(b), purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to such Sponsor’s Proposed Investment Amount or Final Investment Amount, as applicable, which Holdco will contribute to Parent, and will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the purchase price and such other amounts required to be paid by Parent pursuant to and in accordance with the execution of the Merger Agreement, enter together with related fees and expenses; and (2) indemnify and hold each other Sponsor who has either entered into a rollover agreement in customary form an Equity Commitment Letter or otherwise delivered one or more equity commitment letters pursuant to which this Section 1.4(b) and performed its funding obligations contemplated under such Party agrees Equity Commitment Letter or equity commitment letters, as applicable, harmless from and against, and pay to such other Sponsor the applicable amount of, any and all losses, liabilities, damages, costs and expenses (including reasonable costs of investigation and attorneys’ and other professionals’ fees), whether or not involving a third party claim, based upon, attributable to or resulting from the breach of its covenant and obligation to fund its Proposed Investment Amount or Final Investment Amount, as applicable, under this Section 1.4(b)(ii). Notwithstanding the foregoing, the Parties agree that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) the Chairman shall be cancelled for no Merger Considerationhave the right to determine, in exchange for newly issued ordinary shares his sole discretion, the amount of Holdco. For each Party’s final capital contribution to Holdco (with the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Company Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco contributed by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Sharespursuant to Section 1.4(b)(i) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement). (c) The Ownership percentage of Holdco by each Party shall be based on its actual capital contribution to Holdco pursuant to Section 1.4(b) (with the Company Shares contributed by each Party pursuant to Section 1.4(b)(i) being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (d) Each of the Principal Consortium Members shall have the right to nominate one or more additional sponsors to provide additional equity capital for the consummation of the Transaction, the admission of which to the Consortium shall be subject to the Chairman’s consent in his sole discretion (such additional sponsors, the “Additional Sponsors”); provided that the Chairman shall consult with the Initial Sponsors regarding the admission of any additional sponsor in advance of such admission; provided further that the Chairman shall have the right to unilaterally admit one or more Affiliate(s) of the Chairman, other management members of the Company and/or other founders of the Company to the Consortium as Additional Sponsor(s), but the Chairman shall consult with the Initial Sponsors regarding any such admission in advance of such admission. Any Additional Sponsor admitted to the Consortium pursuant to this Section 1.4(d) shall execute an adherence agreement to this Agreement substantially in the form attached hereto as Schedule C (the “Adherence Agreement”). Upon the admission of any Additional Sponsor, Schedule B shall be updated to reflect the amount of cash committed by such Additional Sponsor. (e) For the avoidance of doubt, the Parties agree that, to the extent any Party has entered into the Support Agreement, the Equity Commitment Letters or equity commitment letters pursuant to Section 1.4(b)(ii), the obligation of such Party to contribute Company Shares and cash to Holdco shall only arise under the definitive Transaction documentation and be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub set forth in the Merger Agreement (and the satisfaction or waiver of the various conditions set forth in the Support Agreement, the Equity Commitment Letters and the equity commitment letters, as applicable). Each Party agrees that it will cause Parent and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of the Chairman, which consent shall not be unreasonably withheld, delayed or conditioned. Each Party further agrees that it will cause Parent and Merger Sub not to determine that any conditions under the Merger Agreement have been satisfied or to consummate the Merger without the prior written consent of the Chairman, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, each Party agrees that it will cause Parent and Merger Sub not to (i) waive any conditions under the Merger Agreement in respect of any governmental, statutory or regulatory action, filing or approval in connection with the consummation of the Transaction (such conditions, the “Regulatory Conditions”), (ii) agree to any amendment of the Regulatory Conditions, or (iii) determine that any Regulatory Conditions have been satisfied without having received, in the opinion of the joint Advisors to the Consortium, all documents reasonably required to evidence the satisfaction of such Regulatory Conditions.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under Sub, and (ii) negotiate in good faith and use reasonable best efforts to agree upon the laws terms of the Cayman Islandsmemorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company immediately upon the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the include customary terms and conditions set forth on Appendix A for transactions of a similar nature (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover agreement in customary form pursuant to which such Party agrees that certain (a) Xx. Xxx will contribute at the Closing all Target Ordinary Shares owned by it him, his affiliated investment vehicles (if any), and his spouse and other family members (if applicable) or its their respective affiliated investment vehicles (if any) shall be cancelled for no Merger Considerationto Holdco, in exchange for newly issued ordinary shares of Holdcoand (b) Xx. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Xx will contribute 1,000,000 Target Ordinary Shares owned by it him or its his affiliated investment vehicles vehicle to Holdco (if any)such Target Ordinary Shares to be contributed under the rollover agreement, collectively, the “Rollover Shares”) and (ii) deliver a funding commitment letter in customary form, pursuant to which, such Party will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (whichto Holdco, for the avoidance of doubt, shall take whether in cash or in the form of the respective Parties’ Rollover Shares) to Holdco, Shares (with the Rollover Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement) or a combination of both, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under and other intermediate holding companies as requested by the laws of the Cayman Islands. Financing Banks (bif any) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and in good faith the memorandum and articles of association of Holdco, Merger Sub. The Parties agree that Sub and other intermediate holding companies (if any) and the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Prior to the execution of the Merger Agreement, the Parties or their respective Controlled Affiliates shall negotiate in good faith to reach agreement on a term sheet for the shareholders agreement that would be entered into by the Parties or their respective Controlled Affiliates promptly after the Closing and, among other things, govern the relationship of the shareholders of Holdco following the Closing, and that would contain provisions customary for transactions of this type. (c) Each To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, (i) each Party shall, to the extent Owning any Company Shares, enter into a roll-over agreement in connection with the execution of the Merger Agreement, enter into a rollover agreement Agreement in customary form pursuant to which such Party agrees that certain Target Ordinary it will contribute at the Closing all Company Shares owned Owned by it to Holdco, and (ii) each Sponsor shall deliver one or more equity commitment letters in agreed form, on or prior to the execution of the Merger Agreement at the Chairman’s request, pursuant to which (and subject to the terms and conditions thereof) it will fund, at the Closing, cash to Holdco in an amount no less than as set forth opposite its affiliated investment vehicles name in Schedule B attached hereto (if anyeach Sponsor’s “Proposed Investment Amount”) shall be cancelled for no Merger Considerationor such other amount as the Chairman may specify in accordance with this Section 1.4(c), in each case in exchange for proportionate newly issued ordinary shares of equity interests in Holdco. For Notwithstanding the avoidance foregoing, the Parties agree that the Chairman shall have the right to determine, in his sole discretion, the amount of doubt, each party shall not be obligated Party’s final capital contribution to provide any additional equity contribution in cash or otherwise in addition to Holdco (with the rollover of all Target Ordinary Company Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco contributed by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Sharespursuant to Section 1.4(c)(i) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement). (d) The Ownership percentage of Holdco by each Party shall be based on its actual capital contribution to Holdco pursuant to Section 1.4(c) (with the Company Shares contributed by each Party pursuant to Section 1.4(c)(i) being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (e) Each of the Principal Consortium Members shall have the right to nominate one or more additional sponsors to provide additional equity capital for the consummation of the Transaction, the admission of which to the Consortium shall be subject to the Chairman’s consent in his sole discretion (such additional sponsors, the “Additional Sponsors”, and together with the Initial Sponsors, Temasek, Xxxxxxxxx and Ping An, the “Sponsors”); provided that the Chairman shall consult with the Initial Sponsors regarding the admission of any additional sponsor in advance of such admission; provided further that the Chairman shall have the right to unilaterally admit one or more Affiliate(s) of the Chairman, other management members of the Company and/or other founders of the Company to the Consortium as Additional Sponsor(s), but the Chairman shall consult with the Initial Sponsors regarding any such admission in advance of such admission. Any Additional Sponsor admitted to the Consortium pursuant to this Section 1.4(e) shall execute an adherence agreement to this Agreement substantially in the form attached hereto as Schedule C (the “Adherence Agreement”). Upon the admission of any Additional Sponsor, Schedule B shall be updated to reflect the amount of cash committed by such Additional Sponsor. (f) For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Company Shares and cash to Holdco shall only arise under the definitive Transaction documentation and be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement (and the satisfaction or waiver of the various conditions to be set forth in the roll-over agreement and equity commitment letters, as applicable). Each Party agrees that it will cause Holdco and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of the Chairman, which consent shall not be unreasonably withheld, delayed or conditioned. Each Party further agrees that it will cause Holdco and Merger Sub not to determine that any conditions under the Merger Agreement have been satisfied or to consummate the Merger without the prior written consent of the Chairman, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, each Party agrees that it will cause Holdco and Merger Sub not to (i) waive any conditions under the Merger Agreement in respect of any governmental, statutory or regulatory action, filing or approval in connection with the consummation of the Transaction (such conditions, the “Regulatory Conditions”), (ii) agree to any amendment of the Regulatory Conditions, or (iii) determine that any Regulatory Conditions have been satisfied without having received, in the opinion of the joint Advisors to the Consortium, all documents reasonably required to evidence the satisfaction of such Regulatory Conditions.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties Sponsor shall incorporate Holdco and, depending on the agreed structure, shall cause Holdco to incorporate Merger Sub Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) and as otherwise may be agreed by all of the Cayman IslandsParties. (b) Subsequent Unless otherwise agreed in writing by the Parties, each Party’s ownership percentage of the Company on a look-through basis immediately following the Transaction (the “Contemplated Ownership Percentage” of such Party) shall be calculated based on the proportion that (i) the amount of cash paid, and the deemed value of the Covered Shares (based on the per share cash consideration offered under the Merger Agreement to shareholders of the Company that are not Affiliated with any member of the Buyer Consortium and, if applicable, the value of the relevant Company Warrant implied by such per share cash consideration) contributed, by such Party to Holdco, bears to (ii) the aggregate value contributed or deemed contributed by all Parties to Holdco (whether in the form of cash, Covered Shares or other consideration), in each case, as contemplated by the Definitive Documents, provided, however, that prior to the execution of the Merger Agreement and prior to the ClosingDefinitive Documents, the Contemplated Ownership Percentage of each Party shall be as set forth opposite such Party’s name under the heading “Fee Sharing Percentage” in Schedule B (as may be updated from time to time by the Sponsor in accordance with Section 2.4), and that the Contemplated Ownership Percentage of any Party as calculated in this Section 2.3(b), unless otherwise agreed by such Party and the Sponsor, shall be capped at the percentage as set forth opposite such Party’s name under the heading “Fee Sharing Percentage” in Schedule B (as may be updated from time to time by the Sponsor in accordance with Section 2.4). Subject to Section 5.5, the obligation of the Parties to make cash or in-kind contributions to Holdco or purchase and pay for any Holdco equity securities shall negotiate in good faith and use reasonable best efforts be subject to (i) enter into a shareholders’ agreement the execution and delivery of Holdco that will take effect at the ClosingDefinitive Documents, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms satisfaction or waiver of the amended and restated memorandum and articles of association various conditions to the obligations of Holdco to be set forth in the Definitive Documents. For purposes of this Agreement, any references to any cash or in-kind contributions to Holdco or purchase of, or payment for, any Holdco equity securities by any Party shall be deemed to include contributions or purchase by such Party either directly as a shareholder of Holdco or indirectly through a shareholder of Holdco, as the case may be. Notwithstanding anything to the contrary in this Agreement, no Party is obligated under this Agreement to contribute any cash to Holdco without the prior written consent of such Party (and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection any amount so consented to may not be subsequently changed except with the execution prior written consent of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if anyParty). (d) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger Agreement, except as otherwise agreed to by all of the Parties in writing.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders agreement of Holdco that will take effect at the Closing which shall include, among other customary terms, management and employee incentive arrangements that will be reasonably acceptable to the management team of the Target. (c) Each Party shallTo finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Sponsor shall , in connection with the execution of the Merger Agreement, (i) enter into a rollover roll-over agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For will contribute at the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of Closing all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any)) to Holdco, and (ii) deliver an equity commitment letter in customary form, pursuant to which, it will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The Major Shareholder Parties in connection with the execution of the Merger Agreement shall enter into a roll-over agreement in customary form, pursuant to which it will contribute at the Closing at least 50,290,354 Target Ordinary Shares, representing 20.0% fully diluted share capital of the Target, to Holdco. (e) In addition, the Major Shareholder shall have the right, but not the obligation, to sell, through one or more of the Major Shareholder Holdcos, in the aggregate up to 56,488,186 Target Ordinary Shares, representing 22.5% fully diluted share capital of the Target at the Closing to the Holdco at the same per share consideration as provided in the Merger Agreement. (f) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions to Holdco pursuant to Sections 1.2(c) and 1.2(d) (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (g) The Major Shareholder may in its reasonable discretion admit one or more additional investor(s) to the Consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction, provided that (x) the Major Shareholder shall fully consult with the Initial Sponsor prior to any admission of additional investor(s) and (y) the Initial Sponsor shall have the right to nominate one or more of its limited partners or co-investors as additional sponsor(s) (the admission of which to the Consortium shall be subject to the Major Shareholder’s reasonable consent) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.2(g) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule D (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement. The amount of the equity capital commitment of each Additional Sponsor shall be set forth in Schedule B attached hereto, which shall be updated from time to time upon the admission of each Additional Sponsor. (h) For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Target Ordinary Shares and cash to Holdco shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement. The Major Shareholder agrees that it will cause Holdco and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of the Sponsors.

Holdco Ownership and Arrangements. (a) Prior to In connection with the execution of Transaction, Sponsor shall incorporate Holdco and depending on the Merger Agreementagreed structure, the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman IslandsSub, and any other intermediate holding companies. (b) Subsequent to Unless otherwise agreed in writing by Parties, each Party’s ownership percentage of the execution Company immediately following the Transaction (the “Contemplated Ownership Percentage” of such Party) shall be calculated based on the proportion that (a) the amount of cash paid, and the deemed value of the Covered Shares (based on the per share cash consideration offered under the Merger Agreement and prior to shareholders of the ClosingCompany that are not Affiliated with any member of the Buyer Consortium) contributed by, such Party to Holdco, bears to (b) the aggregate value contributed or deemed contributed by all shareholders of Holdco to Holdco (whether in the form of cash, Covered Shares or other consideration). Specifically, the Founder Parties shall negotiate in good faith and use reasonable best efforts agree to (i) enter into a shareholders’ agreement of contribute to Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party shall, in connection with the execution of the Merger Agreement, enter into a rollover agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Founder Parties shall be and their respective Affiliates based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger AgreementDefinitive Agreements. For the avoidance of doubt, except as otherwise agreed to by all the Parties agree that the obligation of the Parties to make cash or in-kind contributions to Holdco or purchase and pay for any Holdco equity securities shall be subject to (i) the execution and delivery of the Definitive Documents, which shall be in writingform and substance satisfactory to Sponsor, and (ii) the satisfaction or waiver of the various conditions to the obligations of Holdco to be set forth in the Definitive Documents.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger AgreementDefinitive Agreements (as defined below), the Parties shall cause Holdco to incorporate Merger Sub under the laws of the Cayman IslandsHoldco. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ shareholders agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (c) Each Party’s ownership percentage in Holdco shall be based on the amount of cash paid, and the agreed-upon value of any other consideration contributed (including rollover equity), by such Party shallto Holdco relative to the aggregate amount of cash paid, and the aggregate agreed-upon value of any other consideration contributed, by all of the Parties to Holdco in connection with the execution of Transaction. Specifically, the Merger Agreement, enter into a rollover agreement in customary form pursuant Chairman Parties agree to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Considerationcontribute to Holdco at the Closing, in exchange for newly issued ordinary shares equity interests in Holdco, all of Holdco. For the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any). (d) The relative ownership of Holdco then held by the Chairman Parties shall be based on their relative capital contributions (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Shares being valued at the same per share consideration as provided in the Merger AgreementDefinitive Agreements. For the avoidance of doubt, except as otherwise agreed to by all the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco to be set forth in writingthe Definitive Agreements. The Parties further agree that no Party’s ownership percentage in Holdco shall be equal to or higher than the Chairman Parties’ ownership percentage in Holdco. (d) Chairman and FountainVest may jointly agree to admit one or more additional investor(s) to the consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.4(d) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement.

Holdco Ownership and Arrangements. (a) Prior to the execution of the Merger Agreement, the Parties shall (i) incorporate Holdco and shall cause Holdco to incorporate Merger Sub under the laws of the Cayman Islands. Sub, and (bii) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to (i) enter into a shareholders’ agreement of Holdco that will take effect at the Closing, which shall include, among others, the terms and conditions set forth on Appendix A (the “Shareholders’ Agreement”); and (ii) agree upon the terms of the amended and restated memorandum and articles of association of Holdco and the memorandum and articles of association of each of Holdco and Merger Sub. The Parties agree that the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company at the Closing. (b) Subsequent to the execution of the Merger Agreement and prior to the Closing, the Parties shall negotiate in good faith and use reasonable best efforts to enter into a shareholders agreement of Holdco that will take effect at the Closing which shall include, among other customary terms, management and employee incentive arrangements that will be reasonably acceptable to the management team of the Target. (c) Each Party To finance a portion of the cash needed by Holdco for payment of the consideration in the Transaction, each Sponsor shall, in connection with the execution of the Merger Agreement, (i) enter into a rollover roll-over agreement in customary form pursuant to which such Party agrees that certain Target Ordinary Shares owned by it or its affiliated investment vehicles (if any) shall be cancelled for no Merger Consideration, in exchange for newly issued ordinary shares of Holdco. For will contribute at the avoidance of doubt, each party shall not be obligated to provide any additional equity contribution in cash or otherwise in addition to the rollover of Closing all Target Ordinary Shares owned by it or its affiliated investment vehicles (if any)) to Holdco, and (ii) deliver an equity commitment letter in customary form, pursuant to which, it will fund, at the Closing, cash to Holdco in an amount to be agreed upon by the Parties. (d) The Major Shareholder Parties in connection with the execution of the Merger Agreement shall enter into a roll-over agreement in customary form, pursuant to which it will contribute at the Closing at least 50,290,354 Target Ordinary Shares, representing 20.0% fully diluted share capital of the Target, to Holdco. (e) In addition, the Major Shareholder shall have the right, but not the obligation, to sell, through one or more of the Major Shareholder Holdcos, in the aggregate up to 56,488,186 Target Ordinary Shares, representing 22.5% fully diluted share capital of the Target at the Closing to the Holdco at the same per share consideration as provided in the Merger Agreement. (f) The relative ownership of Holdco by the Parties shall be based on their relative capital contributions to Holdco pursuant to Sections 1.2(c) and 1.2(d) (which, for the avoidance of doubt, shall take the form of the respective Parties’ Rollover Shares) to Holdco, with the Rollover Target Ordinary Shares contributed by the Parties being valued at the same per share consideration as provided in the Merger Agreement), except as otherwise agreed to by all of the Parties in writing. (g) The Major Shareholder may in its reasonable discretion admit one or more additional investor(s) to the Consortium as additional sponsor(s) to provide additional equity capital for the consummation of the Transaction, provided that (x) the Major Shareholder shall fully consult with the Initial Sponsor prior to any admission of additional investor(s) and (y) the Initial Sponsor shall have the right to nominate one or more of its limited partners or co-investors as additional sponsor(s) (the admission of which to the Consortium shall be subject to the Major Shareholder’s reasonable consent) to provide additional equity capital for the consummation of the Transaction. Any additional sponsor admitted to the Consortium pursuant to this Section 1.2(g) shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule D (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional sponsor shall become an “Additional Sponsor” for purposes of this Agreement. The amount of the equity capital commitment of each Additional Sponsor shall be set forth in Schedule B attached hereto, which shall be updated from time to time upon the admission of each Additional Sponsor. (h) For the avoidance of doubt, the Parties agree that the obligation of the Parties to contribute Target Ordinary Shares and cash to Holdco shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement. The Major Shareholder agrees that it will cause Holdco and Merger Sub not to waive any conditions under or agree to any amendment of the Merger Agreement without the prior written consent of the Sponsors.