Common use of Post-Closing Investment Clause in Contracts

Post-Closing Investment. (a) Within one Business Day after the Closing Date, Union Sky shall sell and transfer to the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund, and the New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to purchase from Union Sky, 4,166,667 ordinary shares of Holdco at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$50,000,000 (the “Post-Closing Union Sky Transfer”). (b) Within one Business Day after the Closing Date, Holdco shall issue and allocate 8,333,333 ordinary shares of Holdco to the Sponsor Fund or a wholly owned subsidiary of the Sponsor Fund at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$100,000,000 (the “Post-Closing New Issuance”), provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Other Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence. (c) The New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to (i) enter into a customary subscription agreement with Holdco for the Post-Closing New Issuance (the “Post-Closing Subscription Agreement”), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof. (d) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of ordinary shares of Holdco pursuant to Section 2 of this Agreement.

Post-Closing Investment. (a) Within one Business Day after the Closing Date, Union Sky shall sell and transfer to the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund, and the New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to purchase from Union Sky, 4,166,667 ordinary shares of Holdco at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$50,000,000 (the “Post-Closing Union Sky Transfer”). (b) Within one Business Day after the Closing Date, Holdco shall issue and allocate 8,333,333 ordinary shares of Holdco to the Sponsor Fund or a wholly owned subsidiary of the Sponsor Fund at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$100,000,000 (the “Post-Closing New Issuance”), provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Other Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence. (c) The New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to (i) enter into a customary subscription agreement with Holdco for the Post-Closing New Issuance (the “Post-Closing Subscription Agreement”), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof. (d) The parties hereto agree and acknowledge that the Post-Closing Union Sky Transfer shall not be subject to any co-sale right or right of first refusal of other shareholders of Holdco (the “Transfer Restriction Carve-out”) and the parties hererto shall cause that certain Shareholders Agreement Term Sheet attached to the Interim Investors Agreement as Exhibit B thereto to be amended and restated to reflect the Transfer Restriction Carve-out in connection with the amendment of the Interim Investors Agreement contemplated by Section 1(e)(iii)(C). (e) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of ordinary shares of Holdco pursuant to Section 2 of this Agreement.

Post-Closing Investment. (a) Within one Business Day after the Closing Date, Union Sky shall sell and transfer to the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund, and the New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to purchase from Union Sky, 4,166,667 ordinary shares of Holdco at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$50,000,000 (the “Post-Closing Union Sky Transfer”). (b) Within one Business Day after the Closing Date, Holdco shall issue and allocate 8,333,333 ordinary shares of Holdco to the Sponsor Fund or a wholly owned subsidiary of the Sponsor Fund at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$100,000,000 (the “"Post-Closing New Issuance”"), provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Other Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence. (c) The New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to (i) enter into a customary subscription agreement with Holdco for the Post-Closing New Issuance (the “"Post-Closing Subscription Agreement”"), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof. (d) The parties hereto agree and acknowledge that the Post-Closing Union Sky Transfer shall not be subject to any co-sale right or right of first refusal of other shareholders of Holdco (the "Transfer Restriction Carve-out") and the parties hererto shall cause that certain Shareholders Agreement Term Sheet attached to the Interim Investors Agreement as Exhibit B thereto to be amended and restated to reflect the Transfer Restriction Carve-out in connection with the amendment of the Interim Investors Agreement contemplated by Section 1(e)(iii)(C). (e) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of ordinary shares of Holdco pursuant to Section 2 of this Agreement.