Common use of Non-Consenting Investors Clause in Contracts

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. 2.4.1. During the term of this Agreement, except as set forth in Section 1.1 or this Section 2.4, no Investor shall have the right to withdraw, modify or otherwise terminate its Commitment except as may be set forth in the Equity Commitment Letter or the Support Agreement, as applicable. Notwithstanding anything to the contrary in this Agreement, upon the request of the Special Committee acting on behalf of the Company, Parent shall not, and the Requisite Investors Merger Sub shall not permit Parent agree to (i) modify modify, supplement or amend the Merger Agreement so as to (a) increase or modify in a manner adverse to Parent or any Investor the amount or modify the form of the consideration with respect to the Merger Consideration, or (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (iib) modify or waive, in a manner adverse to Parent Parent, Merger Sub or any Investor, any provisions relating related to the any Parent Termination Fee payable by Parent or the aggregate cap on monetary damages available Merger Sub or any Company Termination Fee payable to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Parent, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modificationInvestor, amendment or waiver being due evidence for all purpose of such prior written consent); provided provided, however, that in the event that the Requisite Investors are Lead Investor is willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and Merger Sub to do so) with respect to the matters described in clauses (ia) through and (iiib) above and any one other Investor declines to agree to, proceed with, or take any action with respect to such matter (such Investor, a “Non-Consenting Investor”), the Requisite Investors Lead Investor may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder Transactions (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee or including the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) by providing a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect written notice to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and provided that prior to the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiondelivery of such written notice, the amount of Parent and Merger Sub shall have obtained all necessary consents from the Non-Consenting Investor’s Commitment shall first be offered Special Committee with respect to such termination as required under the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite InvestorsMerger Agreement.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Principal Investors shall not permit Parent to to, (ia) modify or amend the Merger Agreement so as to increase or modify in a manner materially adverse to Parent or any Investor the Investors the form or amount or form of the consideration with respect to the Merger Consideration (including by waiver of a material breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (iib) modify or waive, in a manner materially adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company Company, or (iiic) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Agreement, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modificationInvestor; provided, amendment or waiver being due evidence for all purpose of such prior written consent); provided however, that in the event that the Requisite Principal Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (ia) through (iiic) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Principal Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section Sections 1.9 and 1.11.2 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section Sections 1.9 and Section 1.11.3 1.11.2 hereof and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and and/or the Support Agreement, Agreement from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and and/or the Support Agreement. In the event the Requisite Principal Investors terminate the a Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the such Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any or Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any or Failing Investor) at the time of such termination, and if none or not all of the such Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any or Failing Investor) in such proportion, then the Requisite Principal Investors may offer the such Non-Consenting Investor’s Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Requisite Lead Investors shall not permit Parent or Merger Sub to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investor, waive any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, in a manner materially adverse to Parent or any Investor or any Beneficial Owner without the prior written consent of each Investor of the Investors (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Lead Investors and Xx. Xxxxx are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Lead Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor and Beneficial Owner (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement. In the event the Requisite Lead Investors terminate the Non-Consenting Investor’s participation in the Transaction, the Lead Investors shall decide to offer the amount of the Non-Consenting Investor’s Equity Commitment shall first be offered to the any Investors (other than any Company Competitor or its Affiliates, any Non-Consenting Investor and any Failing Investor), and/or one or more Additional Investors (as defined below), provided that (i) the consent of an Investor shall be required for such reallocation if such reallocation would increase such Investor’s Equity Commitment; and (ii) the prior written consent of Xx. Xxxxx shall be required for (A) any reallocation of the Equity Commitment of any Founder Group member, and (B) any reallocation that would result in proportion any Investor (other than YFC, Alibaba and the Founder) and its Affiliates’ combined Equity Commitment(s) exceeding 10% of their respective Equity Commitments to the aggregate Equity Commitments from all Investors or their combined shareholding percentage in Holdco exceeding 10% following the Closing. For the avoidance of doubt, no Investor shall have the Investors (other than any Non-Consenting Investor whose right to terminate its participation in the Transaction is terminated pursuant to Transactions or its obligations under this Agreement and its Equity Commitment Letter or the Support Agreement (as applicable) if Parent and Merger Sub take any action set forth in (i) through (iii) in the first sentence of this Section 1.7 and 1.2 without any Failing Investor) at the time of such termination, and if none material adverse effect to Parent or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and or any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite InvestorsBeneficial Owner.

Non-Consenting Investors. 2.2.1 Notwithstanding anything to the contrary in this AgreementSection 2.1 above, Parent shall not, and the Requisite Investors Majority Holder shall not permit Parent to to, (ix) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or modify the form of the consideration with respect to Merger Consideration, decrease the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) Company Termination Fee or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available any other obligations related to the Company Termination Fee Equity Commitment Letter or (iiiy) modify amend the structure terms and conditions of the transaction contemplated by the Merger Agreement (including the Merger), in each case, a way that is materially and disproportionately adverse to any Investor relative to any other Investor without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written Investor’s consent); provided that in the event that the Requisite Investors are Majority Holder is willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent or Merger Sub to do so) with respect to the matters described in clauses (i) through (iii) above such matters, and any one Initial or Joining Investor declines to agree to, proceed with, or take any such action or enter into any such agreement (or, in each case, to permit Parent or Merger Sub to do so) with respect to such matter matters, the Majority Holder may nevertheless proceed with such matters by first obtaining (in accordance with Section 2.2.2) Commitments to replace such declining Initial or Joining Investor’s Commitment and then terminating such declining Initial or Joining Investor’s participation in the transaction (such terminated Investor, a “Non-Consenting Investor”)) and, the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event event, such Non-Consenting Investor shall have no rights liability or liability obligations (a) hereunder (except as specifically provided in other than Section 1.9 hereof5 (other than Section 5.10)) or, if applicable, or (b) under its/his its Equity Commitment Letter, its/his Limited Guarantee Letters (and the other Initial or the Support Agreement; and provided, further, that Joining Investors shall cause such Non-Consenting Investor shall have received (A) a full and unconditional release of to be released from, or indemnified for, any obligation under its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (Letters as the case may be), or (B) a mutually satisfactory indemnity with respect condition to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors).

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Requisite Investors shall not permit Parent to or Merger Sub to, (ia) modify or amend the Merger Agreement so as to increase or modify in a manner materially adverse to Parent Parent, Merger Sub or any Investor the Investors the form or amount or form of the consideration with respect to the Merger Consideration (including by waiver of a material breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (iib) modify or waive, in a manner materially adverse to Parent Parent, Merger Sub or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to recoverable by the Company Company, or (iiic) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Transactions, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modificationInvestor; provided, amendment or waiver being due evidence for all purpose of such prior written consent); provided however, that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and Merger Sub to do so) with respect to the matters described in clauses (ia) through (iiic) above and any one other Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the TransactionTransactions, and in such event event, such Non-Consenting Investor shall thereafter have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof2.9 and Section 2.11.2 hereof and with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such termination) or, if applicable, under its/his its Equity Commitment Letter, its/his Limited its Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of his, her or its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 2.9 and Section 1.11.3 2.11.2 hereof and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his Limited its Guarantee and and/or the Support Agreement, Agreement from Parent, the Company, and each other Investor (Investor, as the case may be)applicable, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his Limited its Guarantee and and/or the Support Agreement. In the event the Requisite Investors terminate the a Non-Consenting Investor’s participation in the TransactionTransactions, (x) the amount of the such Non-Consenting Investor’s Commitment shall first be offered to the all EC Investors (other than any Non-Consenting (a) Failing Investor and any Failing Investoror (b) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is Transactions has been terminated pursuant to this Section 1.7 and 2.2, or any Failing InvestorAffiliate of the foregoing) at the time in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such termination, and if none or not all EC Investor’s pro rata portion of the Non-Consenting Investor’s Commitment after the offer is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated made pursuant to this Section 1.7 and any Failing Investorclause (x) in such proportionabove, then the Requisite Investors may offer the remaining portion of such Non-Consenting Investor’s Commitment, or portion thereof, Commitment to all of the other Investors (other than any Failing Investor, Non-Consenting Investor whose participation or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Transaction Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is terminated made pursuant to this Section 1.7 and any Failing Investorclause (y) and/or above, then the Requisite Investors may offer such outstanding portion to one or more new investors approved in such amounts as may be determined by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the Investors the form or amount or form of the consideration with respect to the Merger Consideration (including by waiver of a breach of the Company’s 's representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees Guaranties or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Agreement, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modificationPrincipal Investor; provided, amendment or waiver being due evidence for all purpose of such prior written consent); provided however, that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “"Non-Consenting Investor”"), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s 's participation in the Transactiontransaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 Sections 1.10 and 1.12.2 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee Guaranty or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 Sections 1.10 and Section 1.11.3 1.12.2 hereof and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and Guaranty and/or the Support AgreementAgreement from Holdco, from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s 's liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and Guaranty and/or the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s 's participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s 's Commitment shall first be offered to the PE Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the PE Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s 's Commitment is accepted by the PE Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s 's Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this AgreementSections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) Consideration or increase in any way the obligations under the Limited Guarantees several limited guarantees of the Investors or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company any financing contingency or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through and (iiiii) above and any Investor (which may include one Investor of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or take any action enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction and, and in such event event, such Non-Consenting Investor shall have no rights or liability hereunder (except other than as specifically provided in Section 1.9 hereof2.10) or, if applicable, or under its/his its Equity Commitment Letter, its/his Limited Guarantee Letter or the Support AgreementGuarantee; and providedprovided further that prior to the effectiveness of the matter at issue, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 and Section 1.11.3 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his the Equity Commitment Letter, its/his Limited Letter and its Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to liability under such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited its Guarantee and the Support this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of to their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportionInvestors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant or to this Section 1.7 and any Failing Investor) and/or to one a new investor or more new investors approved by the Requisite Investorsinvestors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in In the event that the Requisite Investors Principal Investors, acting jointly, are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to amending the matters described in clauses Merger Agreement such that (i) through the amount of the Per Share Merger Consideration or the Per ADS Merger Consideration will be reduced or the form thereof will be materially modified, (ii) Parent will acquire less than all of the outstanding Shares and ADSs not already beneficially owned by the Investors and their Affiliates, or (iii) above the structure of the Transactions will be materially modified, and any one other Investor declines or fails to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to such matter (a the “Non-Consenting Investor”), the Requisite Principal Investors may may, acting jointly, nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the TransactionTransactions, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereofSections 1.10 and 1.12(d) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee hereof or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches otherwise arising from any breach of this Agreement by such Non-Consenting Investor occurring prior to the date of such release)termination) or, and (y) if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the its Support Agreement. In the event the Requisite Principal Investors acting jointly terminate the Non-Consenting Investor’s participation in the TransactionTransactions, the amount of the such Non-Consenting Investor’s Commitment shall first be offered to the Principal Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Principal Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the such Non-Consenting Investor’s Commitment is accepted by the such Principal Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportionproportions, then the Requisite such Principal Investors jointly, may offer the such Non-Consenting Investor’s Commitment, or any portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or or to one or more new investors approved by the Requisite such Principal Investors who are not Failing Investors, acting jointly.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, the Parent Parties shall not, and the Requisite Investors shall not permit the Parent Parties to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to the Parent Parties or any Investor the Investors the amount or form of the consideration with respect to the Merger Consideration (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to the Parent Parties or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Agreement, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)Investor; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit the Parent Parties to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support its Escrow Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Agreementits Escrow Agreement from Holdco, from Parent, Midco, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support its Escrow Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the one or more Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved as determined by the Requisite InvestorsMx. Xxxxxx Xxxx.

Non-Consenting Investors. Notwithstanding anything to the contrary in this AgreementSections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to Offer Price or the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) Consideration or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner materially adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company any financing contingency or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to any of the matters described in clauses (i) through and (iiiii) above and any other Investor (which may include one Investor of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or take any action enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction and, and in such event event, such Non-Consenting Investor shall have no rights or liability hereunder (except other than as specifically provided in Section 1.9 hereof2.10) or, if applicable, or under its/his its Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and providedprovided further that prior to the effectiveness of the matter at issue, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 and Section 1.11.3 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his the Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, Letter from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to liability under such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee Letter and the Support this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of to their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportionInvestors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant or to this Section 1.7 and any Failing Investor) and/or to one a new investor or more new investors approved by the Requisite Investorsinvestors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Requisite Investors Lead Investor shall not permit Parent to and Merger Sub to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner materially adverse to Parent Parent, Merger Sub or any Investor the amount or form of the consideration with respect to the Merger Consideration (including by waiver of a material breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) increase the amount of the Parent Termination Fee, or modify or waive, in a manner materially adverse to Parent Parent, Merger Sub or any Investor, any provisions relating to the Parent Termination Fee or Fee, the aggregate cap on monetary damages available to the Company or any other limitations to the remedies of Parent or Merger Sub under the Merger Agreement or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Transactions, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modificationInvestor; provided, amendment or waiver being due evidence for all purpose of such prior written consent); provided however, that in the event that the Requisite Investors are Lead Investor is willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and Merger Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any one other Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors Lead Investor may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the TransactionTransactions, and the Non-Consenting Investor shall also be entitled to terminate its participation in the Transactions at its sole discretion, and in each such event event, such Non-Consenting Investor shall thereafter have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof1.9(c) or, if applicable, hereof and with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such termination) or under its/his its Equity Commitment LetterLetter or Limited Guarantee, its/his Limited Guarantee or the Support Agreement; and provided, further, that (a) the Lead Investor shall procure and ensure that such Non-Consenting Investor shall have has received (A) a full and unconditional release of his, her or its or his obligations (x) under this Agreement (other than the applicable provisions of except specifically provided in Section 1.9 1.9(c) hereof and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his its Equity Commitment Letter, its/his Letter and its Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (Investor, as the case may be)applicable, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment LetterLetter and its Limited Guarantee, its/his Limited Guarantee and the Support Agreement(b) such Non-Consenting Investor shall not be deemed a Breaching Investor or a Defaulting Investor. In the event the Requisite Investors terminate the Lead Investor terminates a Non-Consenting Investor’s participation in the TransactionTransactions, or a Non-Consenting Investor terminates its participation in the Transactions, the amount of the such Non-Consenting Investor’s Equity Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Lead Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the such Non-Consenting Investor’s Equity Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Lead Investor) in such proportion, then the Requisite Investors Lead Investor, in its sole discretion, may offer the such Non-Consenting Investor’s Equity Commitment, or any portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or or to one or more new investors approved by the Requisite InvestorsLead Investor in its sole discretion.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Amalgamation Sub shall not, and the Requisite Investors shall not permit Parent or Amalgamation Sub to (i) modify or amend the Merger Amalgamation Agreement so as to increase or modify in a manner adverse to Parent or any Investor the Investors the amount or form of the consideration with respect to the Merger Amalgamation Consideration (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Amalgamation Agreement, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)Investor; provided that in the event that the Requisite Investors (other than any Non-Consenting Investor) are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and/or Amalgamation Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 and Section 1.11.3 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support AgreementAgreement from Holdco, from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any the Non-Consenting Investor Investor(s) and any Failing InvestorInvestors) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any the Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 Investor(s) and any Failing InvestorInvestors) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees Guarantee or the Equity Commitment LettersLetter, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee (as defined under the Merger Agreement) or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the MergerMerger and its funding structure), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support Rollover Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Rollover Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Rollover Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) Xxxx Xx Pan at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) Xxxx Xx Pan in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this AgreementSections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to Offer Price or the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) Consideration or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner materially adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company any financing contingency or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to any of the matters described in clauses (i) through and (iiiii) above and any other Investor (which may include one Investor of the Investors identified in the definition of "Requisite Investors") declines to agree to, proceed with, or take any action enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “"Non-Consenting Investor”"), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s 's participation in the Transactiontransaction and, and in such event event, such Non-Consenting Investor shall have no rights or liability hereunder (except other than as specifically provided in Section 1.9 hereof2.10) or, if applicable, or under its/his its Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and providedprovided further that prior to the effectiveness of the matter at issue, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 and Section 1.11.3 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his the Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, Letter from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to liability under such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee Letter and the Support this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s 's participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s 's Commitment shall first be offered to the other Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of to their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s 's Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportionInvestors, then the Requisite Investors may offer the Non-Consenting Investor’s 's Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant or to this Section 1.7 and any Failing Investor) and/or to one a new investor or more new investors approved by the Requisite Investorsinvestors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees Guarantee or the Equity Commitment LettersLetter, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee (as defined under the Merger Agreement) or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the MergerMerger and its funding structure), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support Rollover Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Rollover Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Rollover Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) Dxxx Xx Pan at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) Dxxx Xx Pan in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Requisite Investors shall not permit Parent or Merger Sub to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the Investors the amount or form of the consideration with respect to the Merger Consideration (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Merger Agreement (including the Merger)Agreement, in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)Investor; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and/or Merger Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 1.10 hereof) or, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 Sections 1.10 and Section 1.11.3 1.12.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) and, if applicable, under its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support AgreementAgreement from Holdco, from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his its Equity Commitment Letter, its/his its Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than any the Non-Consenting Investor Investor(s) and any Failing InvestorInvestors) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any the Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 Investor(s) and any Failing InvestorInvestors) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this AgreementSections 2.2 and 2.3 above, without the prior approval of each Investor, Parent and Merger Subs shall not, and the Requisite Investors shall not permit or cause Parent to or Merger Subs to: (i) modify modify, amend or waive the Merger Agreement so as to (x) increase the Merger Consideration or (y) extend the Outside Date, (ii) modify, amend or waive the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment LettersParent Liability Limitation, (iiiii) modify modify, amend or waive, in a manner adverse to Parent Parent, Merger Subs or any such Investor, any provisions relating to the Parent Termination Fee of Sections 9.5(b) or the aggregate cap on monetary damages available to the Company or (iii) modify the structure 9.16 of the transaction contemplated by the Merger Agreement or (including iv) modify, amend or waive any of the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment obligations under any Limited Guarantee or waiver being due evidence for all purpose Commitment Letter of such prior written consent); provided that Investor. Notwithstanding the foregoing, (1) in the event that (x) the Requisite Investors are willing to agree to, to proceed with, with or to take any action or enter into any agreement (or, in each such case, to permit or cause the Parent Parties to do so) with respect to one or more of the matters requiring the consent of any Investor described in clauses this Section 2.7 and (iy) through (iii) above and any one such other Investor declines to agree to, proceed with, provide such required consent or take (2) without limiting any action other rights or remedies permitted hereunder with respect to such matter breach, if an Investor is a Failing Investor hereunder (each such Investor pursuant to clause (1) or (2), or as provided in Section 2.11(d), as applicable, a “Non-Consenting Investor”), the Requisite Investors may nevertheless require all Investors (other than any Non-Consenting Investor, collectively the “Consenting Investors”) to proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransactions contemplated by the Merger Agreement, its Commitment Letter and its Limited Guarantee by (1) assigning (at the direction of and as determined by the Requisite Investors) the Non-Consenting Investor’s participation rights to the Requisite Investors, another Investor and/or one or more third parties, in each such event case, subject to the consent of such assignee, and, in connection with the completion of such assignment, the Non-Consenting Investor and the Consenting Investors shall cooperate in such reasonable arrangements to permit Parent and the Consenting Investors to proceed with the Merger and the other transactions contemplated by the Merger Agreement and to terminate any liability or obligation of the Non-Consenting Investor under this Agreement (other than with respect to material breaches of this Agreement by the Non-Consenting Investor prior to the date of the completion of such arrangements); provided, that any assignee of the Non-Consenting Investor’s participation rights pursuant to this sentence shall assume (in a written agreement with the Non-Consenting Investor that is reasonably acceptable to the Non-Consenting Investor and the Requisite Investors) the Non-Consenting Investor’s obligations under its Limited Guarantee, its Commitment Letter and (except as provided in this sentence) this Agreement and/or (2) with the prior written consent of the Company to the extent necessary, terminating all of the Non-Consenting Investor’s liabilities and obligations under its Limited Guarantee, its Commitment Letter and this Agreement (other than as specifically set forth in this Agreement and with respect to material breaches of this Agreement by the Non-Consenting Investor prior to the date of the effectiveness of such termination) (any Non-Consenting Investor whose participation is so terminated, a “Released Investor”). For the avoidance of doubt, except as set forth in the immediately preceding sentence, all other Investors shall remain bound by this Agreement, and such Released Investor shall have no rights liability hereunder, or liability hereunder under its Commitment Letter or Limited Guarantee (except other than as specifically provided in Section 1.9 hereof) or, if applicable, under its/his Equity Commitment Letter, its/his Limited Guarantee or 2.9 and except with respect to material breaches of this Agreement occurring prior to the Support Agreementdate of such termination); and provided, further, that concurrently with such Non-Consenting termination, such Released Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 and Section 1.11.3 2.9 and except with respect to material breaches of this Agreement by such Non-Consenting Released Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his Equity its Commitment Letter, its/his Letter and Limited Guarantee and the Support Agreement, from Parent, the Company, and each other Investor (Investor, as the case may be)applicable, or (B) a mutually reasonably satisfactory indemnity from one or more of the other Investors with respect to liability under such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee and the Support this Agreement. In the event the Requisite Investors terminate the Non-Consenting Released Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Released Investor’s Commitment shall first be offered and funded by Persons that expressly agree to the Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of fund such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) and/or to one or more new investors approved amounts as determined by the Requisite Investors.

Non-Consenting Investors. Notwithstanding anything to the contrary in this AgreementSections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) Consideration or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner materially adverse to Parent or any Investorthe Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company any financing contingency or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent)condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to any of the matters described in clauses (i) through and (iiiii) above and any other Investor (which may include one Investor of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or take any action enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactiontransaction and, and in such event event, such Non-Consenting Investor shall have no rights or liability hereunder (except other than as specifically provided in Section 1.9 hereof2.10) or, if applicable, or under its/his its Equity Commitment Letter, its/his Limited Guarantee or the Support Agreement; and providedprovided further that prior to the effectiveness of the matter at issue, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than subject to the applicable provisions of Section 1.9 and Section 1.11.3 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), ) and (y) if applicable, under its/his the Equity Commitment Letter, its/his Limited Guarantee and the Support Agreement, Letter from Parent, the Company, and each other Investor (as the case may be)Investor, or (B) a mutually satisfactory indemnity with respect to liability under such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its/his Equity Commitment Letter, its/his Limited Guarantee Letter and the Support this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transactiontransaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors (other than any Non-Consenting Investor and any Failing Investor) in proportion of to their respective Equity Commitments to the aggregate Equity Commitments of the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to this Section 1.7 and any Failing Investor) in such proportionInvestors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the other Investors (other than any Non-Consenting Investor whose participation in the Transaction is terminated pursuant or to this Section 1.7 and any Failing Investor) and/or to one a new investor or more new investors approved by the Requisite Investorsinvestors.