Common use of Parent Fee Clause in Contracts

Parent Fee. (a) The Parties acknowledge that (i) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; and (ii) concurrently with the execution and delivery of the Merger Agreement, certain members of the Consortium will provide limited guarantees to the Issuer, each to guarantee a certain percentage of the Parent’s obligation to pay any termination fee and certain other amounts payable to the Issuer pursuant to the terms of the Merger Agreement (the “Parent Obligation”). (b) Unless the 2019B Cayman SPA Closing shall have occurred already, Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its Affiliates (collectively, the “Guarantor”, and such guarantee, the “Parfield Guarantee”) shall guarantee such percentage of the Parent Obligation as is determined as if Parfield’s Equity Contribution (as defined in the Consortium Agreement) included the Proposed Sale Shares and in such event, Sections 4(c) to (d) below shall apply. (c) The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(d), if (x) the Guarantor has paid or become liable to pay any amount to the Issuer with respect to the Parent Obligation pursuant to the terms of the Parfield Guarantee (such amount, the “Applicable Fee”) and (y) the 2019B Cayman SPA Closing occurs, 2019B Cayman shall pay to Parfield the amount of the CITIC Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following: (i) Parfield shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to 2019B Cayman a written notice (the “CITIC Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by the Guarantor, together with the due date (the “Due Date”) with respect to any amount payable by the Guarantor and, with respect to the Applicable Fee already paid by the Guarantor, a copy of reasonable written proof thereof; and (ii) 2019B Cayman shall, within ten (10) Business Days after receipt of the CITIC Parent Fee Notice, but in any event prior to the Due Date specified in the CITIC Parent Fee Notice, if any, pay to Parfield the CITIC Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by Parfield in writing in the CITIC Parent Fee Notice. (d) Notwithstanding Section 4(c) above, to the extent the Guarantor actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that the Guarantor has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that Parfield is entitled to pursuant to Section 4(c) shall be reduced by the CITIC Parent Fee Percentage (as defined in Schedule A hereto) of the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by the Guarantor in obtaining the Recovered Fee (such sum, the “Recovered Sum”); and (ii) if the Guarantor receives the Recovered Fee after the payment of the CITIC Parent Fee by 2019B Cayman pursuant to Section 4(c), Parfield shall refund (or cause to be refunded) to 2019B Cayman the CITIC Parent Fee Percentage of the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which the Guarantor has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by 2019B Cayman in writing.

Parent Fee. (a) The Parties acknowledge that (i) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; and (ii) concurrently with the execution and delivery of the Merger Agreement, certain members of the Consortium will provide limited guarantees to the Issuer, each to guarantee a certain percentage of the Parent’s obligation to pay any termination fee and certain other amounts payable to the Issuer pursuant to the terms of the Merger Agreement (the “Parent Obligation”). (b) Unless the 2019B Cayman SPA Closing shall have occurred already, Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its Affiliates (collectively, the “Guarantor”, and such guarantee, the “Parfield Guarantee”) shall guarantee such percentage of the Parent Obligation as is determined as if Parfield’s Equity Contribution (as defined in the Consortium Agreement) included the Proposed Sale Shares and in such event, Sections 4(c) to (d) below shall apply. (c) The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(d4(b), if (x) the Guarantor 2019B Cayman SPA is terminated pursuant to its terms (except where such termination is caused by a breach by 2019B Cayman of the terms thereof), and (y) CITIC has paid or become liable to pay any amount to the Issuer with respect to the Parent Obligation Fee pursuant to the terms of the Parfield Guarantee Limited Guarantees (such amount, the “Applicable Fee”) and (y) the 2019B Cayman SPA Closing occurs), 2019B Cayman PWM shall pay to Parfield 2019B Cayman the amount of the CITIC PWM Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following: (i) Parfield 2019B Cayman shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to 2019B Cayman PWM a written notice (the “CITIC PWM Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by the GuarantorCITIC, together with the due date (the “Due Date”) with respect to any amount payable by the Guarantor CITIC and, with respect to the Applicable Fee already paid by the GuarantorCITIC, a copy of reasonable written proof thereof; and (ii) 2019B Cayman PWM shall, within ten (10) Business Days after receipt of the CITIC PWM Parent Fee Notice, but in any event prior to the Due Date specified in the CITIC PWM Parent Fee Notice, if any, pay to Parfield 2019B Cayman the CITIC PWM Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by Parfield 2019B Cayman in writing in the CITIC PWM Parent Fee Notice. (db) Notwithstanding Section 4(c4(a) above, to the extent the Guarantor CITIC actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that the Guarantor CITIC has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that Parfield 2019B Cayman is entitled to pursuant to Section 4(c4(a) shall be reduced by an amount equal to the CITIC product of (x) the PWM Parent Fee Percentage (as defined in Schedule A hereto) of and (y) the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by the Guarantor CITIC in obtaining the Recovered Fee (such sum, the sum of the foregoing sub-sections (A) and (B) is referred to as the “Recovered Sum”); and (ii) if the Guarantor CITIC receives the Recovered Fee after the PWM’s payment of the CITIC PWM Parent Fee by 2019B Cayman pursuant to Section 4(c4(a), Parfield 2019B Cayman shall refund (or cause to be refunded) to 2019B Cayman PWM an amount equal to the CITIC product of the PWM Parent Fee Percentage of and the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which the Guarantor CITIC has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by 2019B Cayman PWM in writing. (c) For the avoidance of doubt, if there is any overlap between the PWM Consortium Fees and the PWM Parent Fee, Section 4 shall apply to the overlapped amount and PWM shall have no obligation to pay or cause to be paid such overlapped amount pursuant to Section 3(a).

Parent Fee. (a) The Parties acknowledge that (i) CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Issuer are negotiating and may enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Parent; and (ii) concurrently with the execution and delivery of the Merger Agreement, certain members of the Consortium will provide limited guarantees to the Issuer, each to guarantee a certain percentage of the Parent’s obligation to pay any termination fee and certain other amounts payable to the Issuer pursuant to the terms of the Merger Agreement (the “Parent Obligation”). (b) Unless the 2019B Cayman SPA Closing shall have occurred already, Parfield shall ensure that the limited guarantee to be provided by Parfield and/or its Affiliates (collectively, the “Guarantor”, and such guarantee, the “Parfield Guarantee”) shall guarantee such percentage of the Parent Obligation as is determined as if Parfield’s Equity Contribution (as defined in the Consortium Agreement) included the Proposed Sale Shares and in such event, Sections 4(c) to (d) below shall apply. (c) The Parties hereby acknowledge and agree that, notwithstanding anything in the Consortium Agreement to the contrary and subject to Section 4(d4(b), if (x) the Guarantor BTL SPA is terminated pursuant to its terms (except where such termination is caused by a breach by BTL of the terms thereof), and (y) BTL or CPE (as the case may be) has paid or become liable to pay any amount to the Issuer with respect to the Parent Obligation Fee pursuant to the terms of the Parfield Guarantee SPV LG (such amount, the “Applicable Fee”) and (y) the 2019B Cayman SPA Closing occurs), 2019B Cayman PWM shall pay to Parfield BTL or CPE (as the case may be) the amount of the CITIC PWM Parent Fee (as defined in Schedule A hereto), which payment shall be made pursuant to the following: (i) Parfield BTL or CPE (as the case may be) shall promptly following the later of the occurrence of events described in the foregoing sub-sections (x) and (y), deliver to 2019B Cayman PWM a written notice (the “CITIC PWM Parent Fee Notice”), which shall specify in reasonable detail, the amount and nature of the Applicable Fee paid and payable by BTL or CPE (as the Guarantorcase may be), together with the due date (the “Due Date”) with respect to any amount payable by BTL or CPE (as the Guarantor case may be) and, with respect to the Applicable Fee already paid by BTL or CPE (as the Guarantorcase may be), a copy of reasonable written proof thereof; and (ii) 2019B Cayman PWM shall, within ten (10) Business Days after receipt of the CITIC PWM Parent Fee Notice, but in any event prior to the Due Date specified in the CITIC PWM Parent Fee Notice, if any, pay to Parfield BTL or CPE (as applicable and without duplication) the CITIC PWM Parent Fee by wire transfer of immediately available funds in U.S. dollars to a bank account designated by Parfield in writing BTL or CPE (as the case may be) in the CITIC PWM Parent Fee Notice. (db) Notwithstanding Section 4(c4(a) above, to the extent the Guarantor CPE or BTL actually recovers and receives all or any part of the Applicable Fee from any member of the Consortium or their Affiliates pursuant to the Consortium Agreement or any other agreement among members of the Consortium (such amount of the Applicable Fee that CPE or BTL (as the Guarantor case may be) has actually recovered and received is referred to as the “Recovered Fee”), (i) the payment that Parfield CPE or BTL (as the case may be) is entitled to pursuant to Section 4(c4(a) shall be reduced by an amount equal to the CITIC product of (x) the PWM Parent Fee Percentage (as defined in Schedule A hereto) of and (y) the sum of (A) the Recovered Fee less (B) any reasonable costs and expenses incurred by the Guarantor CPE or BTL in obtaining the Recovered Fee (such sum, the sum of the foregoing sub-sections (A) and (B) is referred to as the “Recovered Sum”); and (ii) if the Guarantor CPE or BTL receives the Recovered Fee after the PWM’s payment of the CITIC PWM Parent Fee by 2019B Cayman pursuant to Section 4(c4(a), Parfield CPE or BTL (as applicable) shall refund (or cause to be refunded) to 2019B Cayman PWM an amount equal to the CITIC product of the PWM Parent Fee Percentage of and the Recovered Sum, promptly (and in any event within ten (10) Business Days) following the date on which the Guarantor CPE or BTL has received the Recovered Fee, by wire transfer of immediately available funds in U.S. dollars to a bank account designated by 2019B Cayman PWM in writing. (c) For the avoidance of doubt, if there is any overlap between the PWM Consortium Fees and the PWM Parent Fee, Section 4 shall apply to the overlapped amount and PWM shall have no obligation to pay or cause to be paid such overlapped amount pursuant to Section 3(a).