Common use of Preemptive Right Clause in Contracts

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) In the event that the Company proposes to undertake an issuance shares of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New SecuritiesCommon Stock, (ii) any other equity security of the price and the general terms upon which the Company proposes to issue such New SecuritiesCompany, including without limitation, Preferred Stock, (iii) the identity any debt security of the third party to Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company proposes to issue such New Securities; and Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other matters relating right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the New Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities. Each ”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but no not an obligation) toto purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, within conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the date identity of receipt of any such First Participation Noticethe proposed transferee, purchase up the Offered Securities proposed to such Investor’s Pro Rata Share of such New Securities upon be sold, and the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Shareincluding price) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participantsproposed sale. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. The Company shall give each Shareholder thirty (30) days’ prior written notice of the proposed issuance or sale by the Company of any Common Stock, Preferred Stock, or any Stock Equivalent (each, a “New Issuance”) other than Common Stock, Preferred Stock or Stock Equivalents issued or sold by the Company (i) In to the event that Company’s employees, consultants or directors pursuant to arrangements approved by the Company proposes to undertake an issuance Board of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New SecuritiesDirectors, (ii) the price and the general terms upon which the Company proposes to issue such New Securitiesin connection with acquisitions of other companies or businesses, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and as a stock split or stock dividend, (iv) other matters relating pursuant to the New Securitiesexercise, conversion or exchange of any then outstanding Stock Equivalent, (v) pursuant to a public offering registered under the Securities Act, or (vi) in connection with a Change of Control Transaction. Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Shareholder shall be entitled to purchase pursuant to this Section. Each Investor Shareholder shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right entitled to purchase its Pro Rata Share that portion of such a New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities Issuance equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is shall be the total number of Ordinary Shares on an as-converted basis held owned by such Oversubscription Participant Shareholder, giving effect, without duplication, to all Stock Equivalents owned by such Shareholder, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested, and the denominator of which is shall be the total number of Ordinary Shares on an as-converted basis held by then outstanding, giving effect, without duplication, to all the Oversubscription Participants. (iii) If any change is made Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (including such Shareholder’s Shares), at the most favorable price and on the most favorable terms or conditions specified in the First Participation Noticeas are offered to any other Persons, or if by giving written notice of such election to the Company has not consummated the sale within fifteen (15) days after notice of such New Securities within ninety (90) day period after the expiration of the Participation PeriodIssuance has been given to such Shareholder; provided, then the Company however, that no Shareholder shall not thereafter issue or sell have any New Securities without again first offering such New Securities right to the Investors purchase securities pursuant to this Section 4.2. (iv) Notwithstanding anything if, prior to a sale of securities to such Shareholder pursuant to this Section, such securities would be required to be registered under the contrary Securities Act. The failure of a Shareholder to give any written notice specified in this Agreement, and subject to Section within the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) time period specified herein shall be deemed to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares a waiver of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor Shareholder’s rights under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOSection.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which If the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating any additional Ordinary Shares or Equity Securities or Equity Equivalents that are convertible or exercisable into Ordinary Shares to the MDCP Co-Investors or any of their respective Affiliates (the "New Securities. Each Shares") after the date hereof, each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share all or part of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share a portion of the New Securities, stating Shares equal to the number product of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds a) the total number of the remaining New Securities available for purchaseShares proposed to be issued, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription multiplied by (iib) a fraction, (I) the numerator of which is the number of Class D Convertible Shares (if any) and Ordinary Shares on an as-converted basis held by such Oversubscription Participant shareholder as of the date hereof and (II) the denominator of which is the total number of Class D Convertible Shares and Ordinary Shares on an as-converted basis which are held by all shareholders immediately prior to the Oversubscription Participantsproposed issuance. (ii) The Company shall give each Investor written notice of any proposed issuance of New Shares (the "Option Issuance Notice") describing the price and terms upon which the Company proposes to issue and sell such New Shares. During the 20-day period following the date of delivery of the Option Issuance Notice (the "Election Period") each Investor may exercise his, her or its right to purchase New Shares in accordance with this paragraph 3C, for the price and upon the terms and conditions specified in the Option Issuance Notice by giving written notice to the Company and stating therein the quantity of New Shares to be purchased. (iii) If In the event that any change Investor fails to exercise its right to subscribe for any New Shares which it is made entitled to subscribe for under this paragraph 3C, the Company shall have 90 days following the Election Period to issue or enter into an agreement to issue the New Shares not elected to be subscribed for by the other Investors at the price and upon terms not substantially more favorable to the terms or conditions prospective subscribers for such New Shares than those specified in the First Participation Option Issuance Notice, or if . In the event the Company has not consummated issued the sale of such New Securities Shares or entered into an agreement to issue the New Shares within ninety (the said 90) -day period after the expiration of the Participation Periodperiod, then the Company shall not thereafter issue or sell any otherwise transfer such New Securities Shares without again first offering such New Securities Shares to the Investors pursuant to in the manner provided in this Section 4.2.paragraph 3C. (iv) If an Investor elects to subscribe for any New Shares pursuant to this paragraph 3C the closing of such subscription shall occur at such time and at such location selected by the Company. (v) Notwithstanding anything else to the contrary in this Agreement, and subject to the Applicable Securities Lawset forth herein, the Company will grant and issue an option provisions of this paragraph 3C shall not apply to each Series F Investor(A) any Excluded Issuances or (B) as long as such issuance is made on the basis of Ordinary Share or Convertible Share of Jefferson Smurfit Group Limited for one Ordinary Share or Convertible Share, each Investor whose appointee remains a director as the case may be, of the BoardCompany, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application any issuance in connection with an IPO on Hong Kong Stock the Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (a) Subject to the terms and conditions of this Section 4 and applicable securities laws, for so long as the Stockholders hold, in the aggregate, at least twenty-five percent (25%) of the Equity Consideration Shares acquired pursuant to the terms of the Purchase Agreement (as adjusted for any reverse split, combination, recapitalization, reclassification, merger, consolidation or similar event with respect to the Common Stock, or any rights offering to existing holders of the capital stock of the Corporation), if the Corporation proposes to offer or sell any New Securities, the Corporation shall first offer such New Securities to each Stockholder. A Stockholder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among itself and its Affiliates; provided that, each such Affiliate agrees to enter into a joinder to this Agreement as a “Stockholder” hereunder. (b) With respect to any such offering or sale: (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it The Corporation shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Offer Notice”)) to each Stockholder, describing the following: stating (i1) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes its bona fide intention to issue offer such New Securities, (iii2) the identity number of such New Securities to be offered and the percentage of the third party to Corporation’s outstanding equity securities such issuance would represent, and (3) the price and terms, if any, upon which the Company it proposes to issue offer such New Securities, in the case of clauses (2) and (3), to the extent known to the Corporation at the time such Offer Notice is given; provided, that, if the information in clauses (2) or (3) is not known to the Corporation at such time, the Offer Notice will include such information as is then available to the Corporation and the Corporation will provide the information required by clauses (2) and (3) to the Stockholders as soon as reasonably possible thereafter and, in any case, no later than the time at which such information is provided to any other investor or proposed investor in such offering (as defined below.) (ii) By notification to the Corporation within five (5) Business Days after the Offer Notice is received (or such shorter period as the managing underwriter may designate in the case of an underwritten public offering) (the “Exercise Period”), each Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice (or, in the case of a public offering of securities, at the price and on the terms offered to the public), up to that portion of such New Securities which equals the proportion that (x) the Common Stock then held by such Stockholder (including any and all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Stockholder (including the New Warrants)) bears to (y) the total Common Stock of the Corporation then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative Securities then outstanding (including the New Warrants)). (iii) The closing of any sale pursuant to Section 4(b)(ii) shall occur within the later of ninety (90) days after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4(b)(iv); provided, however, that the closing of any purchase of New Securities by any Stockholder may be extended beyond the closing of the transaction in the Offer Notice to the extent necessary to (1) obtain required government approvals and other required third party approvals or consents (and the Corporation and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals) and (2) permit the Stockholders purchasing New Securities to complete their internal capital call process following the Exercise Period; provided, that the extension pursuant to this clause (2) shall not exceed thirty (30) days. (iv) other matters relating If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4(b)(ii), the Corporation may, during the ninety (90) day period following the expiration of the periods provided in Section 4(b)(ii) and Section 4(b)(iii) offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice (or, with respect to any public offering, at the price and on the terms offered to the public). If the Corporation does not enter into an agreement for the sale of the New Securities. Each Investor shall have the right (but no obligation) toSecurities within such period, or if such agreement is not consummated within thirty (30) days from after the date of receipt of any such First Participation Noticeexecution thereof, purchase up the right provided hereunder shall be deemed to such Investor’s Pro Rata Share of be revived and such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice shall not be offered unless first reoffered to the Company, stating therein Stockholders in accordance with this Section 4. (v) In the quantity event the Stockholders elect to participate in any offering of pursuant to this Section 4 during the Standstill Period and all or any portion of the New Securities to be purchased offered and sold by the Corporation are Common Stock, each Stockholder will receive its Warrant Percentage of such shares in the form of warrants substantially in the form of the New Warrants (not to exceed any such Investor’s Pro Rata Share) (the warrants, “Preemptive RightsPre-Emptive Rights Warrants”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share For purposes of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethis Agreement, the Company term “Warrant Percentage” shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) abovemean, describing the following: (i) the number as of the remaining New Securities available for oversubscription and time of determination, a number (ii1) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an asshares of Common Stock issuable upon the exercise of any New Warrants or Pre-converted basis Emptive Rights Warrants then held by such Oversubscription Participant the Stockholder (collectively, the “Total Warrant Shares”) and (2) the denominator of which is the total number of Ordinary Shares on an as-converted basis shares of Common Stock then held by all the Oversubscription ParticipantsStockholder plus the Total Warrant Shares. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which If the Company proposes to issue such New Securities, (iiia “Proposed Issuance”) the identity any capital stock of the third party to which the Company proposes to issue or any securities convertible into, or exercisable or exchangeable for, such New Securities; and capital stock (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) tocollectively, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive RightsOffered Securities”). If ) at any Investor fails time when the holders of all the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share cast a majority of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethe Total Voting Power, the Company shall promptly give written notice of the Proposed Issuance to the holders of Class B Common Stock (the “Second Participation Offer Notice”) at least 30 days prior to other Investors who exercised in full their Preemptive Rights (such issuance. Such notice shall describe all the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number material terms and conditions of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participantssuch Proposed Issuance. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date holder of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor Class B Common Stock shall have the right to acquire at the same price and on the same terms and conditions, an additional amount of the Offered Securities so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuance; provided, however, that notwithstanding the foregoing (i) such holder may elect to terminate acquire a lesser number of additional Offered Securities as it may determine in its IPO Anti-dilution Right sole discretion and (ii) if the Offered Securities are, or are convertible into or exercisable or exchangeable for, Class A Common Stock, then in lieu thereof such holder shall be entitled to purchase Class B Common Stock or Offered Securities convertible into or exercisable or exchangeable for Class B Common Stock, as applicable. If any holder of Class B Common Stock fails to accept such offer by written notice received by the Company within fifteen (15) days following the date on which such holder received the Offer Notice, the Proposed Issuance may be consummated free and clear of the preemptive right granted to the holders of Class B Common Stock under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange4.5. Notwithstanding anything the foregoing, if the purchase price for any Proposed Issuance is to be paid in whole or in part other than in cash, then the holders of Class B Common Stock may pay the purchase price in cash in an amount per Offered Security equal to the contrary fair market value of the aggregate non-cash consideration so payable, as reasonably determined in this Agreementgood faith by the Board, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held divided by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior Offered Securities to be issued without giving effect to the completion of the IPOpreemptive right granted by this Section 4.5.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: Except for (i) the number issuance of Company Securities by the Company upon conversion or exercise of any Company Securities that have been issued in compliance with this Section 7.9 and type the other provisions of New Securitiesthis Agreement (including, without limitation, Section 4.8 hereof) and (ii) the price issuance of Units pursuant to Section 7.2(c), Section 7.11 or Section 7.12, if the Board (a) determines that additional capital is required by the Company to (A) facilitate the business needs of the Company, including without limitation, to pay operating deficits or Cost Budget Overruns (but only if such capital has not been contributed by the Members (or any of them) pursuant to Section 7.2(c)), (B) to fund the expansion of the Gaming Complexes (or either of them) or (C) to pursue a New York Harness Racing/VLT Opportunity that has been approved by unanimous vote of the Board in accordance with the terms of Section 4.4(d) and consented to by Oneida pursuant to Section 4.8, and (b) authorizes the issuance and sale of any Company Securities to raise such additional capital, the Company shall first offer to sell to each Member a pro rata portion of such Company Securities (based on the respective Percentages of each Member). Any such offer shall be provided by the Company to the Members in a Notice (the “Equity Financing Offer Notice”) which shall state the Company Securities to be offered (the “Offered Company Securities”), each Member’s pro rata share thereof and the general terms upon which the price per Offered Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New SecuritiesSecurity. Each Investor Member shall have the right (but no obligation) to, within thirty (30) days from the date of after its receipt of any the Equity Financing Offer Notice (such First Participation Notice, period being the “Equity Financing Election Period”) to elect to purchase up to such InvestorMember’s Pro Rata Share pro rata share of such New the Offered Company Securities upon the terms and conditions specified in the First Participation by delivering a Notice by giving written notice to the Company, stating therein Company (an “Equity Financing Election Notice”). In the quantity event that any Member does not elect to purchase its full allocable share of New any Offered Company Securities (such Offered Company Securities not so elected to be purchased (not to exceed being “Available Securities”), then such Investor’s Pro Rata Share) Available Securities may be purchased by those Members (the “Preemptive RightsFully Subscribed Members”) that have elected to purchase their full allocable share, with any such purchase to be made by such Fully Subscribed Members pro rata (based on such Fully Subscribed Member’s Percentage to the aggregate Percentage of all Fully Subscribed Members electing to purchase Available Securities). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right A Fully Subscribed Member may elect to purchase all or any portion of its Pro Rata Share pro rata share of such New Available Securities hereunder shall be forfeited, but such Investor shall not be deemed by delivering a Notice to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Initial Equity Financing Extension Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Equity Financing Election Period. If any portion of the Available Securities remains unallocated after the expiration of the Initial Equity Financing Extension Period, such remaining portion shall be allocated among the Fully Subscribed Members that elect to purchase such remaining portion based on the proportionate Percentages of such Fully Subscribed Members until either such remaining portion is fully subscribed for or none of the Fully Subscribed Members elect to purchase Available Securities (which allocation described in this sentence shall in any event be concluded within five (5) days (the “Additional Equity Financing Extension Period”) following the expiration of the Initial Equity Financing Extension Period). The closing of any purchase by an Electing Member or Electing Members of Offered Company Securities pursuant to this Section 7.9 shall be held at the principal office of the Company or at such other location as the Electing Member(s) and the Company shall agree, within twenty (20) days following the later of the expiration of the Equity Financing Election Period, the Initial Equity Financing Extension Period and the Additional Equity Financing Extension Period. At any such closing, (x) the Company shall issue and sell to each Electing Member the Offered Company Securities purchased by such Electing Member free and clear of all liens and encumbrances (other than liens and encumbrances created pursuant to this Agreement), accompanied by all other documents necessary for the effective issuance thereof, as reasonably determined by such Electing Member and (y) each Electing Member shall pay the purchase price for the Offered Company Securities purchased by such Electing Member as determined in accordance with the Equity Financing Offer Notice. If at the expiration of the Equity Financing Election Period there are Available Securities and no Fully Subscribed Members or if at the expiration of the Initial Equity Financing Period or the Additional Equity Financing Period there are Available Securities and no Fully Subscribed Members that desire to purchase additional Available Securities, then the Company shall not thereafter issue be permitted for a period of thirty (30) days following the expiration of the Equity Financing Election Period, the Initial Equity Financing Extension Period or the Additional Equity Financing Extension Period to sell any New Securities without again first offering such New Available Securities to a third party on terms no more favorable to the Investors third party than those terms set forth in the Equity Financing Offer Notice. If the sale of the remaining Available Securities by the Company pursuant to the immediately preceding sentence is not consummated in such 30-day period or if the terms of the sale change so that the terms thereof are more favorable to the third party purchaser than those terms contained in the Equity Financing Offer Notice delivered to the Members, then in any such case such proposed sale by the Company of Available Securities shall again be subject to the terms of this Section 4.2. (iv) Notwithstanding anything 7.9. Anything in this Section 7.9 to the contrary notwithstanding, the foregoing preemptive rights shall not be applicable to any Debt Financings, which Debt Financings shall be governed solely by the provisions set forth in Section 5.3 of this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) In So long as the event that Series D Investors are entitled to designate the Company proposes Series D Directors for election pursuant to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Section 1.1, it shall give each of the Investors written notice of its intention and subject to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in this Article III and applicable securities laws, the First Participation Notice by giving written notice Company hereby grants to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any each Major Series D Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any a preemptive right with respect to future sales by the Company of its Capital Stock or securities convertible into or exercisable for any other issuance of New Capital Stock (collectively, “Company Securities. ”). Each Series D Investor shall have the right to assign the preemptive rights hereby granted to it, in whole or in part, to its Affiliates. Each time the Company proposes to issue or sell any Company Securities (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovea “Company Offering”), the Company shall promptly give permit each Major Series D Investor to exercise its preemptive rights in accordance with the following provisions: (a) The Company shall deliver written notice (the “Second Participation Sale Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: each Major Series D Investor stating (i) the class, series and number of Company Securities proposed to be sold by the remaining New Securities available for oversubscription and Company, (ii) the list proposed price and terms upon which it is selling such Company Securities and (iii) the Company’s determination of Oversubscription Participants. Each Oversubscription Participant shall have the right number of shares of Company Securities which may be purchased by such Major Series D Investor if it chooses to exercise its rights under this Section 3.1. (but no obligationb) to, within ten Within fifteen (1015) days from the date after receipt of the Second Participation Notice Sale Notice, each Major Series D Investor may, by giving notice thereof to the Company (the a “Second Participation Period”, together with the First Participation Period, the “Participation PeriodPreemptive Notice”), notify elect to purchase, at the price paid by the purchaser in the Company of its desire to purchase more than its Pro Rata Share Offering and on the terms of the New SecuritiesCompany Offering, stating the number up to such Major Series D Investor’s Proportional Number (as defined below) of shares of the additional New Company Securities it proposes to purchase being issued or sold in such Company Offering. As used herein, the term “Proportional Number” means (the “Additional Number”). If, as a result thereof, such oversubscription exceeds i) the total number of the remaining New shares of Company Securities available for purchase, each Oversubscription Participant will be cut back being issued or sold by the Company with respect to its oversubscription to such number of remaining New Securities equal to in the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription Company Offering multiplied by (ii) a fraction, the numerator of which is shall be the number of Ordinary Shares on an as-converted basis of Capital Stock held by such Oversubscription Participant Major Series D Investor and the denominator of which is shall be the total number of Ordinary Shares on an as-converted basis of Capital Stock held by all the Oversubscription ParticipantsStockholders immediately prior to such Company Offering. (iiic) If The closing of the purchases of any change is made shares of Company Securities with respect to which any Major Series D Investor has given a Preemptive Notice shall be held electronically on the 30th day after the giving by the Company of the Sale Notice contemplated by Section 3.1(a), or at such other time and place as the parties to the terms or conditions specified in the First Participation Noticetransaction may agree. At such closing, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New deliver certificates representing the Company Securities to be sold to each Major Series D Investor that has given a Preemptive Notice. Each such Major Series D Investor shall deliver at the Investors closing payment of the purchase price in full in immediately available funds for the Company Securities purchased by it pursuant to this Section 4.23.1. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate to effectuate the transaction. (ivd) Notwithstanding anything to the contrary contained herein, the preemptive rights contained in this Agreement, and subject Article III shall not be applicable to (i) the issuance by the Company of options to the Applicable Securities LawCompany’s employees, directors or unaffiliated consultants (or to the Company will grant and issue an exercise of such options) pursuant to option to each Series F Investor, each Investor whose appointee remains a director of plans adopted by the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more (ii) the issuance of the total issued shares of the Company immediately prior Common Stock pursuant to the completion conversion or exercise of existing Preferred Stock, (iii) Exempted Securities (as defined in the IPO (each such Investor, a “Major Investor”Restated Certificate), (iv) the issuance of securities pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee Qualified IPO and (v) the issuance of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or any securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary any merger, consolidation, share exchange or any other Deemed Liquidation Event consummated in this Agreement, for purpose of this accordance with Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion 3.3.1 of the IPOCertificate of Designation.

Preemptive Right. (i) In If at any time after the event that date hereof and prior to the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each first anniversary of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”)Operational Date, describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New SecuritiesCommon Stock of any kind (including any warrants, options or securities or units comprising securities convertible into or exchangeable for Common Stock or rights to acquire the same) of the Company, other than (i) pursuant to an underwritten public offering, (ii) pursuant to an employee or non-management director stock option plan, stock bonus plan, stock purchase plan or other management equity program or plan or (iii) securities issuable upon exercise of previously issued warrants, options or other rights to acquire Common Stock or upon conversion of previously issued securities convertible into Common Stock, then the identity Company shall: (1) give written notice setting forth in reasonable detail (a) the terms and provisions of the third party securities proposed to which be issued (the Company proposes "Proposed Securities"); (b) the price and other terms of the proposed sale of such securities; (c) the amount of such securities proposed to issue such New Securitiesbe issued; and (ivd) such other matters relating information as the Purchaser may reasonably request in order to evaluate the proposed issuance; and (2) offer to issue to the New SecuritiesPurchaser a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock held by the Purchaser, by (y) the total number of shares of Common Stock then outstanding. Each Investor shall have the right The Purchaser must exercise its purchase rights hereunder within ten (but no obligation10) to, within thirty (30) days Business Days after receipt of such notice from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails Upon the expiration of the offering period described above, or declines to exercise its Preemptive Rights if the Purchaser shall default in paying for or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovepurchasing the Proposed Securities on the terms offered by the Company, the Company shall promptly give written notice will be free to sell such Proposed Securities that the Purchaser has not elected to purchaser during the ninety (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (1090) days from following such expiration on terms and conditions no more favorable to the date of purchasers thereof than those offered to the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Purchaser. Any Proposed Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back offered or sold by the Company with respect to its oversubscription to after such number of remaining New Securities equal 90 day period must be reoffered to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsPurchaser pursuant to this Section 5.3. (iii) If The election by the Purchaser not to exercise its preemptive rights under this Section 5.3 in any change is made one instance shall not affect its right (other than in respect of a reduction in its percentage holders) as to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the any subsequent proposed issuance. Any sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale without first giving the Purchaser the rights described in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates this Section 5.3 shall be aggregated together for the purpose void and of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOno force and effect.

Preemptive Right. Section 6.1 For so long as the Investor (itogether with any Affiliates and Permitted Transferees) In beneficially owns a number of Class A Shares that, in aggregate, is equal to at least fifty percent (50%) of the event that Investor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), at any time the Company proposes to undertake an issuance of New issue any Securities (in a single transaction or a series of related transactions)transfer any Securities that have been repurchased from the open market and held under the Company’s brokerage account or otherwise held under the Company’s name, it shall give each of the Investors written notice of its intention to issue New Securities including any Ordinary Shares (the “First Participation NoticeNew Securities”), describing the followingother than: (i) the New Issuance Exceptions and (ii) the issuance of Ordinary Shares on a pro rata basis in connection with the payment of any share dividends, the Company shall notify the Investor in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of New Securities, (ii) the price and the general terms upon which Securities to be offered by the Company proposes to issue such New Securities, (iii) the identity and all material terms and conditions of the third party to which proposed offer (including the Company proposes to issue such proposed price or range of prices) per New Securities; and (iv) other matters relating to the New Securities. Each Security. Section 6.2 The Investor shall have the right (but no obligation) toto purchase, within thirty (30) days from or to purchase through an Affiliate, up to a number of New Securities so as to enable the date Investor to beneficially hold, after the issue of receipt of any such First Participation the New Securities which are the subject to the Issue Notice, purchase up a pro rata portion of the New Securities equal to such Investor’s Pro Rata Share the percentage of such the issued and outstanding Ordinary Shares then beneficially owned by the Investor (together with its Affiliates and Permitted Transferees) prior to the issuance of the New Securities upon the same terms and conditions specified set forth in the First Participation Notice Issue Notice, by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list exercise of Oversubscription Participants. Each Oversubscription Participant shall have the this right (but no obligation) to, within ten (10) days from the date Trading Days of Investor’s receipt of the Second Participation Issue Notice (the “Second Participation PeriodElection Notice”, together with ). If such notice is not given by the First Participation PeriodInvestor within such ten (10) Trading Days thereof, the Investor shall be deemed to have elected not to exercise its preemptive rights under this Article VI with respect to the issuance described in that specific Issue Notice. Section 6.3 If the Investor (or its Affiliate) exercises its preemptive rights under this Article VI, the closing of the purchase of the New Securities with respect to which such right has been exercised (the “Participation PeriodPreemptive Rights Closing Date”), notify ) shall take place at the Company time of its desire to purchase more than its Pro Rata Share the closing of the issuance or transfer of the New Securities, stating which may not be earlier than five (5) Trading Days after the number giving of the additional New Securities it proposes Election Notice, provided that the Preemptive Rights Closing Date may be extended for a maximum of sixty (60) Trading Days to purchase the extent required to comply with applicable Laws (the “Additional Number”including receipt of any required regulatory approvals). IfThe Company and the Investor (or its Affiliate exercising preemptive rights under this Article VI) will use commercially reasonable efforts to secure any required regulatory or shareholder approvals or other consents, as a result thereofand to comply with any applicable Law necessary in connection with the offer, sale and purchase of, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsSecurities. Section 6.4 In the event that the Investor fails to exercise its preemptive rights under this Article VI within such ten (iii10) If any change is made to the terms Trading Day period, or conditions specified in the First Participation Notice, or if event that the Company has not consummated Investor fails to consummate the sale purchase of such New Securities within ninety the specified period of time pursuant to Section 6.3 (90) day period after the expiration other than as a result of breach or fault of the Participation PeriodCompany), then the Company shall thereafter be entitled to issue and sell within sixty (60) Trading Days the New Securities not elected to be purchased by the Investor (or its Affiliate) pursuant its preemptive rights to this Article VI, at a price no less than that specified in the Issue Notice, and otherwise upon terms and conditions no more favorable to any purchaser of such New Securities than were specified in the Issue Notice. In the event the Company has not issued and sold such New Securities within such sixty (60) Trading Day period, the Company shall not thereafter offer, issue or sell any such New Securities without again first offering such New Securities to the Investors pursuant to Investor in the manner provided in this Section 4.2Article VI. Section 6.5 In the case of the offering of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board; provided, however, that such fair value as determined by the Board shall not exceed the aggregate market price of the New Securities being offered as of the date the Board authorizes the offering of such New Securities. Section 6.6 The rights and obligations of the Investor under this Article VI may be assigned by the Investor to any transferee or assignee of any of the Investor Shares; provided that: (iva) Notwithstanding anything the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Securities with respect to the contrary which such preemptive rights are being assigned, (b) such transferee or assignee agrees in this Agreement, writing to be bound by and subject to the Applicable Securities Lawterms and conditions of this Article VI and (c) immediately after such transfer, the Company will grant and issue an option such transferee or assignee beneficially owns a number of Class A Shares equal to each Series F Investor, each Investor whose appointee remains a director at least fifty percent (50%) of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”like). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. 5.1. The Shares are transferable only in accordance with the provisions of this Agreement. A transfer of Shares by Exmar in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by Exmar and all Shareholders Loans made by Exmar. A transfer of Shares by DSME 2237 in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by DSME 2237 and the GKFF Loan and all Shareholders Loans made by DSME 2237 (i) for the purpose of Articles 5, 8.3, 8.4, 9.2, 10 and 14 hereof the GKFF Loan shall be deemed to be a Shareholders Loan of DSME 2237). In the event that a Shareholder (the Company proposes “Transferor”) intends to undertake an issuance of New Securities transfer its Shares (in a single transaction or a series of related transactionsthe “Offered Shares”) to another person (the “Candidate Transferee”), it shall first give each of the Investors written notice of its such intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Transfer Notice”) to the Board and the other Investors who exercised Shareholder in full their Preemptive Rights order to enable the other Shareholder to exercise its pre-emptive right on such Offered Shares in accordance with the procedure set forth in this Article 5 (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an asPre-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution emptive Right”). 5.2. All shares of the Company held by an Investor and its Affiliates The Transfer Notice shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of specify: (a) the number of Ordinary Offered Shares on an as-converted basis the Transferor wishes to transfer, being all Shares held by such Investor, to the Transferor; (b) the total number identification details of Ordinary the Candidate Transferee (which Candidate Transferee must be ready, willing, able, and legally obligated to acquire the Offered Shares at the price and on an the terms and conditions set forth in the Transfer Notice), such as, for natural persons, the name, address of domicile, nationality and profession, and for legal entities, the legal form, address of registered office or business seat, jurisdiction of incorporation or organisation, as well as the ultimate owner or parent of such entity; (c) the bona fide price (stated in US dollars) the Candidate Transferee wishes to pay for the Offered Shares and the Shareholders Loans (the “Purchase Price”); and (d) the other terms and conditions upon which the Offered Shares and the Shareholders Loans would be transferred. The Pre-converted basis held by emptive Right must be exercised with respect to all of the Offered Shares and the Shareholders immediately prior Loans and cannot be exercised with respect to only a portion of the Offered Shares and the Shareholders Loans. The other Shareholder which wishes to acquire all of the Offered Shares and the Shareholders Loans (the “Purchasing Shareholder”) shall, within 30 calendar days of the date of the Transfer Notice, so notify the Board. 5.3. Contrary to Article 1583 of the Belgian Civil Code, legal title to the completion Offered Shares shall only be transferred upon payment of the IPOPurchase Price by the Purchasing Shareholder. The Purchase Price shall be paid and legal title to the Offered Shares shall be transferred within ***** days following the date of the notice by the Purchasing Shareholder that it wishes to purchase the Offered Shares at the Purchase Price. 5.4. In the event that the Pre-emptive Right has not been exercised on all of the Offered Shares and the Shareholders Loans within the above mentioned period of ***** days of the date of the Transfer Notice, the Board shall inform the Transferor thereof within ***** days following the expiry date of the above mentioned ***** days period (the “Board Notice”). The Transferor shall then be entitled to effect the proposed transfer in accordance with the Transfer Notice. In case the Transferor has not effected such transfer within a period of ***** days as from the date of the Board Notice, the procedures as set out in this Article 5 must again be followed for the transfer of the Offered Shares and the Shareholders Loans. 5.5. The Pre-emptive Right of the Shareholders as laid down in Articles 5.1 through 5.4 above shall not apply to: (i) any transfer of Shares to an affiliate (including a partnership, trust or fund) belonging to the group of the Transferor, provided that at the same time its rights and obligations under this Agreement are assigned to such transferee and provided that such transferee covenants in favor of the other Parties to this Agreement to be bound by the terms and conditions of this Agreement including this Article in such manner and to such extent as such other Parties may require, and to sell its Shares back to a member of the group of the Transferor if the transferee ceases to be a member of that group, and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all the purposes of this Agreement; and (ii) any transfer of Shares in connection with the enforcement of a right of pledge on the Shares, provided that at the same time the rights and obligations of the Transferor are assigned to the transferee and provided that such transferee covenants in favor of the other Parties to this Agreement to be bound by the terms and conditions of this Agreement including this Article in such manner and to such extent as such other Parties may require and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all the purposes of this Agreement. 5.6. Any transfer of Shares by the Shareholders will only be permitted provided that the Transferor at the same time assigns its rights and obligations under this Agreement to such transferee and provided that such transferee covenants in favor of the other Parties to be bound by the terms and conditions of this Agreement. If, notwithstanding the foregoing, a transferee becomes registered as a shareholder of the Company without agreeing to be bound by the terms and conditions of this Agreement, the Shareholder which transferred the Shares so registered shall, until such an agreement is executed, be deemed to be the holder of such Shares for all the purposes of this Agreement. 5.7. Any transfer of Shares in violation of the provisions of this Article 5 shall be null and void and shall be without any effect vis-à-vis the Company.

Preemptive Right. (ia) In the event that Prior to the Company proposes to undertake an or any of its Subsidiaries entering into discussions or negotiations with any third party regarding any potential issuance by the Company or any of New Securities its Subsidiaries of any debt security or any indebtedness described in clause (in 2) of this Section 2.7(a) (any such potential issuance, a single transaction or a series of related transactions“Potential Debt Issuance”), the Company shall inform ACOF for so long as it shall give each of the Investors written notice remains a Major Stockholder of its intention to issue New enter into such negotiations, and ACOF shall then inform the Company if it does not desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance. Notwithstanding anything in this Agreement to the contrary, (i) if ACOF informs the Company that it does not wish to have the provisions of this Section 2.7 apply to ACOF with respect to such Potential Debt Issuance, then this Section 2.7 shall not apply to ACOF with respect to such Potential Debt Issuance and (ii) if ACOF is silent or affirms its desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance, it shall be under no obligation to purchase any of the Preemptive Securities unless and until it has exercised its preemptive rights pursuant to Section 2.7(b) below. Subject to the preceding two sentences, prior to any issuance by the Company or any of its Subsidiaries of (1) any securities (including any shares of Capital Stock or debt securities) or (2) any indebtedness in respect of borrowed money, including indebtedness evidenced by bonds, notes or similar instruments or by letters of credit or bankers acceptances (but, for the avoidance of doubt, not including trade payables) or any guarantees (in each case, other than Exempt Issuances), the Company shall give written notice (a “Preemptive Notice”) thereof to ACOF for so long as it is a Major Stockholder. The Preemptive Notice shall: (i) specify the security, securities or other evidence of indebtedness described in Section 2.7(a)(2) above to be issued (the “First Participation Preemptive Securities”) to the proposed purchasers, the date of issuance of Preemptive Securities (which date shall not be less than 15 days after the date of delivery of the Preemptive Notice”), describing the following: (i) consideration that the number Company will receive therefor and type all other material terms and conditions of New Securities, such issuance; and (ii) contain an offer to sell to ACOF at the same price and for the general terms upon which same consideration to be paid by the Company proposes proposed purchaser, the Preemptive Securities as provided in Section 2.7(b) and Section 2.7(c). (b) Subject to issue Section 2.7(c), for a period of ten Business Days following the delivery of such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Preemptive Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice ACOF shall be entitled, by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not elect to exceed such Investorpurchase up to ACOF’s Preemptive Pro Rata SharePortion of the Preemptive Securities. In the event that any such offer is accepted by ACOF, the Company shall (or shall cause such Subsidiary to) (sell to ACOF, and ACOF shall purchase for the “consideration and on the terms set forth in the Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right Notice the Preemptive Securities that ACOF has elected to purchase its Pro Rata Share of such New on the same day it issues (or would have issued) the Preemptive Securities hereunder shall (which day may be forfeitedextended to satisfy any Conditions). (c) Notwithstanding Section 2.7(b), but such Investor shall not be deemed to forfeit any right during the Standstill Period, with respect to any other proposed issuance of New Preemptive Securities described in Section 2.7(a) that has been approved by the Board (with such approval including the approval of the Selected Class A Director)): (i) For a period of ten Business Days following the delivery of the Preemptive Notice, ACOF shall have the sole right, by written notice to the Company, to elect to purchase all or a portion (for the avoidance of doubt, without regard to its Preemptive Pro Rata Portion) of the Preemptive Securities specified in the Preemptive Notice on the terms set forth therein; (ii) In the event that ACOF makes such election, the Company shall (or shall cause such Subsidiary to) sell to ACOF, and ACOF shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice, the Preemptive Securities that ACOF has elected to purchase on the same day the Company (or such Subsidiary) issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions); and (iii) ESL shall not purchase any Preemptive Securities. (iid) The Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 2.7 effect such increases in the authorized securities of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing (or permitting any Subsidiary to issue) any securities pursuant to this Section 2.7. (e) If any Investor fails or declines to exercise its Preemptive Rights or ACOF does not exercise its Preemptive Rights in full in accordance with preemptive rights pursuant to this Section 4.2(i) above2.7, then the Company shall promptly give written notice (the “Second Participation Notice”) be permitted to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together proceed with the First Participation Period, the “Participation Period”), notify the Company proposed issuance of its desire to purchase more than its Pro Rata Share securities or other evidence of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions indebtedness specified in the First Participation Notice, or if Preemptive Notice to the extent not purchased by ACOF. The Company has not consummated the sale of such New Securities within ninety (90) day period shall have 30 days after the expiration of the Participation Perioddeadline to respond to the Preemptive Notice to consummate such proposed issuance, then at a price not less than the price specified in the Preemptive Notice and on other terms not less favorable to the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale than those terms set forth in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately Preemptive Notice, before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose provisions of this Section 4.2(iv), “Pro Rata Share” of a Major Investor 2.7 shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by again be in effect with respect to any such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOproposed issuance.

Preemptive Right. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to the Investor a right of first offer with respect to future sales by the Company of its Securities (i) In the event that as hereinafter defined). Each time the Company proposes to undertake an issuance offer any shares of, or securities convertible into or exercisable for any shares of, any class of New Securities its capital stock (in a single transaction or a series of related transactions"Securities"), it the Company shall give each first make an offering of such Securities to the Investors written Investor in accordance with the following provisions: (a) The Company shall deliver a notice of its intention ("Notice") to issue New Securities (the “First Participation Notice”), describing the following: Investor stating (i) the number and type of New its bona fide intention to offer such Securities, (ii) the price and the general terms upon which the Company proposes number of such Securities to issue such New Securitiesbe offered, (iii) the identity of the third party to price, if any, for which the Company it proposes to issue offer such New Securities; , and (iv) any other matters relating material terms of such offer. (b) Within fifteen (15) calendar days after receipt of the Notice, the Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to an amount of such Securities equal to that portion of such Securities which equals the proportion that the number of shares of Common Stock then issued or issuable to the New SecuritiesInvestor upon exercise of the Warrants held by the Investor bears to the sum of the number of shares of Common Stock then issued and outstanding plus the number of shares of Common Stock issuable upon (i) conversion of all convertible securities of the Company then outstanding and (ii) exercise of all options and warrants then outstanding. Each The Investor shall have be entitled to apportion the right of first offer hereby granted among itself and its partners and affiliates in such proportions as it deems appropriate. (but no obligationc) toIf all Securities which the Investor is entitled to purchase pursuant to this Section 2.4 are not elected to be obtained as provided in subsection 2.4(b) hereof, the Company may, during the one hundred eighty (180) day period following the expiration of the period provided in subsection 2.4(b) hereof, offer such unsubscribed Securities to any person or persons at a price not less than, and upon terms not materially more favorable to the offeree than, those specified in the Notice. If the Company does not enter into an agreement for the sale of the Securities within such period, or if such agreement is not consummated within thirty (30) days from of the date of receipt of any such First Participation Noticeexecution thereof, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities provided hereunder shall be forfeited, but such Investor deemed to be revived. (d) The right of first offer in this Section 2.4 shall not be deemed applicable (i) to forfeit any right with respect the issuance or sale of shares of capital stock (or options therefor) to any employees, officers, directors, consultants or other issuance of New Securities. parties eligible to receive options under the Company's stock option plan or plans, (ii) If any Investor fails to the issuance or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number sale of the remaining New Securities available for oversubscription and Company's securities to leasing entities or financial institutions in connection with commercial leasing or borrowing transactions, (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligationiii) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Periodor after consummation of, the “Participation Period”)Company's Initial Public Offering, notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreementconversions of convertible securities or exercises of exercisable securities, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Sharesv) to be offered by the Company for sale in the IPO at the same offering price per share at which the any issuance of securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything any acquisition, business combination, reorganization, merger or similar event, (vi) to any issuance of securities in connection with the settlement or resolution of the disputes (as more fully described in the Schedule of Exceptions to the contrary in Purchase Agreement) between the Company and each of Xxxxxx Xxxxxxxx and Xxxx Xxxxxx, or (vii) after the tenth anniversary of this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities (i) In the event that as hereinafter defined). Each time the Company proposes to undertake an offer, subsequent to the issuance of New Securities Series E Preferred (in a single transaction and certain warrants therefor) contemplated by the Purchase Agreement and excluding the issuances of the Acquisition Shares and the Placement Agent Warrants, any shares of, or a series securities convertible into or exercisable for any shares of, any class of related transactionsits capital stock ("Securities"), it the Company shall give first make an offering of such Securities to each of Investor in accordance with the Investors written following provisions: (a) The Company shall deliver a notice of its intention ("Notice") to issue New Securities (the “First Participation Notice”), describing the following: each Investor stating (i) the number and type of New its bona fide intention to offer such Securities, (ii) the price and the general terms upon which the Company proposes number of such Securities to issue such New Securitiesbe offered, (iii) the identity of the third party to price, if any, for which the Company it proposes to issue offer such New Securities; , and (iv) any other matters relating material terms of such offer. (b) Within fifteen (15) calendar days after receipt of the Notice, the Investor may elect, by notice delivered to the New SecuritiesCompany, to purchase or obtain, at the price and on the terms specified in the Notice, up to an amount of such Securities equal to that portion of such Securities which equals the proportion that the number of shares of Common Stock then held by such Investor or issuable to the Investor upon conversion of Shares or exercise of warrants then held by the Investor bears to the sum of the number of shares of Common Stock then issued and outstanding plus the number of shares of Common Stock issuable upon (i) conversion of all convertible securities of the Company then outstanding and (ii) exercise of all options and warrants then outstanding. Each An Investor shall have be entitled to apportion the right of first offer hereby granted among itself and its partners and affiliates in such proportions as it deems appropriate. In the event that any Investors do not elect to purchase their full pro rata shares of the Securities pursuant to this Section, the Company shall notify all Investors who have elected to purchase Securities hereunder of the number of unsubscribed Securities and each such participating Investor may elect, by notice to the Company within five days after the effective date of the Company's notice of the amount of unsubscribed Securities, to purchase such Investor's pro rata share of such Securities (but no obligationcalculated according to the relative ownership of all Investors who elect to purchase such unsubscribed Securities). (c) toIf all Securities which the Investors are entitled to purchase pursuant to this Section 2.4 are not elected to be obtained as provided in subsection 2.4(b) hereof, the Company may, during the one hundred eighty (180) day period following the expiration of the period provided in subsection 2.4(b) hereof, offer such unsubscribed Securities to any person or persons at a price not less than, and upon terms not materially more favorable to the offeree than, those specified in the Notice. If the Company does not enter into an agreement for the sale of the Securities within such period, or if such agreement is not consummated within thirty (30) days from of the execution thereof, the right provided hereunder shall be deemed to be revived. (d) The right of first offer in this Section 2.4 shall not be applicable (i) to the issuance or sale of shares of capital stock (or options therefor) to employees, officers, directors, consultants or other parties eligible to receive options under the Company's stock option plan or plans, (ii) to the issuance or sale of the Company's securities to leasing entities or financial institutions in connection with commercial leasing or borrowing transactions, (iii) to, or after consummation of, the Company's Initial Public Offering, (iv) to conversions of convertible securities or exercises of exercisable securities, (v) to any issuances of any of the shares of Series E Preferred authorized as of the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Sharesvi) to be offered by the Company for sale in the IPO at the same offering price per share at which the any issuance of securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to any acquisition, business combination, reorganization, merger or similar event, (vii) after the contrary in tenth anniversary of this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of or (aviii) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion issuance of the IPOAcquisition Shares or the Placement Agent Warrants.

Preemptive Right. (i) In the event that of the issuance, sale, grant or distribution by the Company proposes of any capital stock of the Company, (collectively, an "Equity Security") or any security convertible into or exchangeable for any such Equity Security of the Company, each Purchaser and the first transferee of any Warrants from a Purchaser which, in the case of any of the foregoing, at such time is a Holder of Warrants and/or Warrant Shares (each, an "Entitled Holder") shall be entitled to undertake an issuance of New Securities participate in such issuance, sale, grant or distribution on a pro rata basis, and on the same terms and conditions (in a single transaction or a series of related transactionsto the extent applicable to any such Entitled Holder), so that following such issuance, sale, grant or distribution each Entitled Holder will, if it shall give each has elected to purchase or otherwise receive the new securities to be issued, sold, granted or distributed (and after giving effect to any adjustments pursuant to Section 9 hereof), have the same percentage of the Investors written notice equity ownership of its intention the Company (on a fully diluted basis and assuming exercise of the Warrants) as such Entitled Holder had (on a fully diluted basis and assuming exercise of the Warrants) prior to issue New Securities (such issuance, sale, grant or distribution. Notwithstanding the “First Participation Notice”)foregoing, describing however, Entitled Holders will not be entitled to any such preemptive right with respect to, after the following: date hereof, (i) the number and type issuance of New Securitiesany Equity Security upon the exercise or conversion or any security convertible into or exchangeable for any Equity Security of the Company or the issuance of any option or other right to acquire securities pursuant to an employee benefit plan or a stock option plan, (ii) any underwritten public offering of any Securities of the price and the general terms upon which the Company proposes to issue such New SecuritiesCompany, (iii) the identity issuance of the third party to which any securities as consideration for an acquisition by the Company proposes to issue such New Securities; and of stock or operating assets of any corporation or other business entity or (iv) other matters relating any stock splits or stock dividends. Any such Entitled Holder desiring to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of utilize any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to preemptive rights must so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company within 10 days of its desire to purchase more than its Pro Rata Share receipt of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by notice from the Company with respect to its oversubscription to such number of remaining New Securities equal that the Company is undertaking a transaction that would give rise to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor rights created under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO14.

Preemptive Right. (a) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full, if the Issuer proposes to (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction issue, sell, give away, transfer, pledge, mortgage, assign or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securitiesotherwise dispose of, (ii) grant any rights (preemptive or other) or options to subscribe for or purchase, or (iii) enter into any agreements, or issue any warrants, providing for the price and issuance of, any of the general terms upon which Common Stock of the Company proposes to issue such New Issuer or any stock or securities convertible into or exchangeable for any of the Common Stock of the Issuer (other than the issuance of (x) Exempted Securities, (iiiy) other equity securities pursuant to the identity acquisition of another corporation by the Issuer by stock purchase, merger, purchase of substantially all of the third party assets or other form of reorganization or business combination or (z) shares or rights to which purchase shares under the Company proposes to issue such New Securities; Shareholder Rights Agreement dated as of July 25, 1995, as amended, between the Issuer and First Union Bank of North Carolina, Rights Agent), the Issuer shall: (ivi) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving give written notice to the Company, stating therein Lender setting forth in reasonable detail (1) the quantity designation and all of New Securities the terms and provisions of the securities proposed to be purchased (not to exceed such Investor’s Pro Rata Share) issued (the “Preemptive Rights”"Proposed Securities"). If , including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as the Lender may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to the Lender, subject to the same terms and provisions as set forth in paragraph (i) above, a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock and/or Convertible Preferred Stock then held by the Lender and issuable to the Lender, assuming exercise of all Warrants by the Lender and conversion in full of any Investor fails to so respond convertible securities then held by the Lender, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon exercise of Warrants and conversion in writing within such thirty full of any then outstanding convertible securities. (30b) day period, then such Investor’s The Lender must exercise its preemptive right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number portion of the remaining New Proposed Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, offered hereunder within ten (10) days after receipt of such notice from the date Issuer. Upon the expiration of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Periodoffering period described above, the “Participation Period”), notify Issuer will be free to sell such Proposed Securities that the Company of its desire Lender has not elected to purchase more than its Pro Rata Share of during the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Lender. Any Proposed Securities offered or sold by the Issuer after such 90 day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities must be reoffered to the Investors Lender pursuant to this Section 4.216. (ivc) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered The election by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered Lender not to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and exercise its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor preemptive rights under this Section 4.2(iv)16 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Each Major Investor shall have Any sale of such securities by the right to elect to terminate its IPO Anti-dilution Right under Issuer without first giving the Lender the rights described in this Section 4.2(iv16 shall be void and of no force and effect. (d) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose For purposes of this Section 4.2(iv)16, “Pro Rata Share” of a Major Investor references to "the Lender" shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion include any Affiliate of the IPOLender which holds Warrants or Warrant Shares.

Preemptive Right. (i) In The Company hereby grants to each Stockholder the event that the Company proposes right to undertake an issuance purchase, pro rata, all or any part of New Securities (as defined in a single transaction or a series Section 3.1 below) which the Company may, from time to time, propose to sell and issue. A pro rata portion, for purposes of related transactions)this Agreement, it shall give each is the ratio of the Investors written notice number of shares of Common Stock held by such Stockholder immediately prior to any purchase to the total number of shares of Common Stock of the Company issued and outstanding at such time. Each Stockholder shall have a right of over-allotment such that if any person fails to exercise its intention right hereunder to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type purchase its pro rata portion of New Securities, the other Stockholders may purchase the non-purchasing Stockholder's portion on a pro rata basis within five (ii5) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) business days from the date of receipt of any it receives notice from the Company that such First Participation Notice, purchase up person has failed to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s exercise its right hereunder to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance pro rata share of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with 3.1. For the purpose of this Section 4.2(i) above3, the Company "New Securities" shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number mean shares of the remaining New Securities available for oversubscription and (ii) the list Common Stock of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire any kind whether now or hereinafter authorized, and rights, options or wan-ants to purchase more than its Pro Rata Share such Common Stock, and securities of any kind whatsoever that are, or may become, convertible into or exchangeable for such Common Stock; provided, however, that the preemptive right shall apply at the time of issuance of the right, warrant, option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof, and provided, further, that the term "New Securities, stating the number of the additional New Securities it proposes to purchase " shall not include: (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (xA) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing issued pursuant to the Ordinary Sharesterms of the Subscription Agreements, the Purchase Agreement or the Stock Purchase Agreement, (B) any Common Stock of the Company offered pursuant to a registration statement which has been declared effective after the date hereof under the Securities Act, whereby such securities shall be offered publicly traded on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., Automatic Quotation System or National Market System ("NASDAQ) or otherwise broadly distributed to the general public (a "Qualified Public Offering"), (C) an issuance of Shares to a seller as consideration for an acquisition by the Company for sale of any other Person or all or substantially all of the business and assets of any other Person or a division of any Person, (D) shares of Common Stock of the Company or options to purchase such Common Stock granted or to be granted in connection with the Stock Option Plan (provided that such Shares in the IPO at aggregate may not exceed seventeen and one half percent (17.5%) of the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All outstanding shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability Common Stock of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have Company On a Fully Diluted Basis immediately after consummation of all transactions contemplated by the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(ivPurchase Agreement and the Stock Purchase Agreement) immediately before and (E) the Company files an A-1 Listing Application issuance of Shares in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion any debt or preferred stock financing of the IPOCompany (provided that such Shares in the aggregate issued in connection with such financings may not exceed five percent (5%) of the outstanding shares of the Common Stock of the Company On a Fully Diluted Basis immediately after the consummation of the transactions contemplated by the Purchase Agreement and the Stock Purchase Agreement).

Preemptive Right. (i) In the event that the Company proposes Subject to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in this Article IV, the First Participation Notice Company hereby grants to the Investors a preemptive right with respect to future issues by giving the Company of its New Shares (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its share capital (“New Shares”), the Company shall first make an offering of such New Shares to the Investors in accordance with the following provisions: (a) The Company shall deliver a notice to the Investors stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) By written notice notification to the Company, stating therein within twenty (20) Business Days after receipt of the quantity of New Securities notice contemplated by Section 4.01(a), each Investor may elect to be purchased (not to exceed such Investor’s Pro Rata Share) (subscribe for, at the “Preemptive Rights”). If any Investor fails to so respond price and on the terms specified in writing within such thirty (30) day periodthe notice, then such Investor’s right to purchase its Pro Rata Share a portion of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, Shares that equals the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is proportion that the number of Ordinary Shares on an as-converted basis then issued and held by such Oversubscription Participant and the denominator Investor, or issuable upon conversion of which is Series A Shares then held by such Investor, bears to the total number of Ordinary Shares on an as-converted basis of the Company then issued and held, or issuable upon conversion of Series A Shares then held by all the Oversubscription ParticipantsInvestors. (iiic) If any change is made all New Shares that the Investors are entitled to the terms or conditions specified subscribe pursuant to Section 4.0l(b) are not elected to be subscribed for as provided in the First Participation NoticeSection 4.01(b) hereof, or if the Company has not consummated may, during the sale of such New Securities within ninety (90) day period after following the expiration of the Participation Periodperiod provided in Section 4.0l(b) hereof, then offer the remaining unsubscribed portion of such New Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the subscription of such remaining unsubscribed portion of the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such portion of New Shares shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being unless first re-offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application Investors in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOaccordance herewith.

Preemptive Right. (i) In the event that the Company proposes that, at any time or from time ---------------- to undertake an issuance of New Securities (in a single transaction or a series of related transactions)time, it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such or sell newly issued shares of Common Stock (which term shall include, for purposes of this Section 8.11, shares of any class or series of common stock of the Company, or securities convertible, exchangeable or exercisable into Common Stock or any class or series of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock or any class or series of Common Stock ("New Securities")), (iii) the identity Company -------------- shall first notify each Purchaser of all relevant terms and conditions of the third party sale of the New Securities and offer to which each Purchaser, and each Purchaser will have the right to purchase from the Company, upon the same terms and conditions as the Company proposes to issue such sell the New Securities; and (iv) other matters relating , such portion of the New Securities so as to maintain the aggregate proportionate ownership of the capital stock of the Company, on a fully diluted basis, held by each Purchaser immediately prior to the issuance of the New Securities. Each Investor Purchaser shall have the right (but no obligation) to, within thirty (30) days from the date of 15 Business Days following receipt of any notice to accept or reject such First Participation Notice, purchase up to such Investor’s Pro Rata Share offer. In the event that after the giving of such New Securities upon notice by the Company the Company changes the terms and or conditions specified in the First Participation Notice by giving written notice on which it proposes to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of issue or sell such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (be obligated to notify the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (Purchasers of such changed terms and conditions and the “Oversubscription Participants”) in accordance with Purchaser's rights under this Section 4.2(i) above, describing 8.11 will again apply. The rights of the followingPurchaser under this Section 8.11 shall not apply to: (i) the number of the remaining New Securities available for oversubscription and issued upon the exercise or conversion of any previously outstanding securities; (ii) the list New Securities issued in connection with any merger, consolidation, combination, purchase of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date all or substantially all of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company assets of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. another Person or other reorganization; (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration issued in connection with any stock split, stock dividend or recapitalization of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. Company; (iv) Notwithstanding anything New Securities issued to the contrary in this Agreementemployees, and subject to the Applicable Securities Lawconsultants, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% officers or more of the total issued shares directors of the Company immediately prior pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement for the primary purpose of soliciting or retaining such employees', consultants', officers' or directors' services; and (v) New Securities issued to providers of debt or lease financing to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose provision of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOfinancing.

Preemptive Right. (ia) In the event that If the Company proposes authorizes the issuance or sale of any New Securities, the Company shall offer to undertake an issuance sell to each holder of New Securities Common Stock and/or Rollover Common Options (in a single transaction “Preemptive Holder”) a portion of such stock or a series of related transactions), it shall give each of securities equal to the Investors written notice of its intention to issue New Securities quotient determined by dividing (the “First Participation Notice”), describing the following: (i1) the number and type of New Securities, shares of Common Stock held by such holder at such time plus the number of shares of Common Stock issuable to such holder upon exercise of the Rollover Common Options at such time by (ii2) the total number of shares of Common Stock then issued and outstanding plus the total number of shares of Common Stock issuable upon exercise of all then outstanding and exerciseable Rollover Common Options. Each Preemptive Holder shall be entitled to purchase such stock or securities on the same terms as such stock or securities are to be offered to third parties; provided that if such third parties are required to also purchase other securities of the Company, Preemptive Holders exercising their rights pursuant to this paragraph shall also be required to purchase the same class and series of securities (in the same proportion and on the same terms and conditions) that such third parties are required to purchase. The purchase price payable for the stock and securities offered to the general terms upon which Preemptive Holders hereunder shall be payable in cash or, to the extent otherwise required hereunder, by notes issued by such holders. (b) In order to exercise its purchase rights hereunder, each Preemptive Holder must within 15 days after receipt of written notice from the Company proposes to issue such New Securitiesdescribing in reasonable detail the stock or securities being offered, (iii) the identity of purchase price thereof, the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the payment terms and conditions specified in the First Participation Notice by giving such holder’s percentage allotment deliver a written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase Company describing its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securitieselection hereunder. (iic) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) Upon the expiration of the offering period described above, the Company shall promptly give written notice (the “Second Participation Notice”) be entitled to other Investors who exercised in full their sell such stock or securities which Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall Holders have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes those offered to purchase (the “Additional Number”)such holders. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back Any stock or securities offered or sold by the Company with respect to its oversubscription to after such number of remaining New Securities equal 90-day period must be reoffered to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made Preemptive Holders pursuant to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOparagraph.

Preemptive Right. (ia) If, prior to the completion of the Company's Initial Offering, the Company proposes to sell or issue to Cigna Insurance Company, WellPoint, Aetna/US HealthCare, PacifiCare/FHP, Prudential Insurance Company, Humana or any other healthplan with over three million risk-bearing health insured lives (a "Competitor"), or any successor to or affiliate of any of the foregoing companies, shares of Common Stock (or securities convertible into Common Stock), representing more than sixty-six and two-thirds percent (66-2/3%) of the then-current holdings of the Company's capital stock of Validus and its affiliates, then Validus shall have the right to purchase any or all of such shares of Common Stock or convertible securities that are in excess of the number of shares equal to sixty-six and two-thirds percent (66-2/3%) of Validus' then-current holdings (the "Excess Shares") on the same terms as proposed to any such Competitor. (b) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)sell any such Excess Shares, it shall give each of the Investors written notice to Validus of its intention to issue New Securities (the “First Participation Notice”)intention, describing the following: (i) the number and type of New SecuritiesExcess Shares, (ii) the their price and the general terms upon which the Company proposes to sell or issue such New SecuritiesExcess Shares (the "Validus Notice"). Validus shall have twenty (20) days after any such notice is given to agree to purchase the Excess Shares on the same terms as proposed to any such Competitor. (c) In the event Validus fails to exercise fully the right to purchase the Excess Shares within such twenty (20) day period, the Company shall have sixty (iii60) the identity of the third party days thereafter to sell or enter into an agreement (pursuant to which the Company proposes to issue such New Securities; and (iv) other matters relating to sale of the New Securities. Each Investor Excess Shares covered thereby shall have the right (but no obligation) tobe closed, if at all, within thirty sixty (3060) days from the date of receipt of such agreement) to sell the Excess Shares as set forth in the Validus Notice at a price and upon terms no more favorable to any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions Competitor than are specified in the First Participation Notice by giving written notice to Validus Notice. After the Company, stating therein the quantity expiration of New Securities to be purchased such sixty (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (3060) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities Excess Shares without first again first offering such New Securities securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale Validus in the IPO at the same offering price per share at which the securities offered manner provided in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv5.2(b) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOabove.

Preemptive Right. For so long as any shares of Preferred Stock are outstanding, the Buyer shall have the rights set forth in this Article 10 as if it was the holder of record and beneficially of all such outstanding shares. The rights set forth herein are in favor of the Buyer and its successors and assigns, provided that any exercise procedures to be accomplished hereunder shall be performed by the Buyer or its nominee and no other person may accomplish such procedures or seek to exercise the preemptive right set forth in this Article 10. Absent an express assignment of the rights of the Buyer under this Article 10, no transfer by the Buyer of shares of Preferred Stock shall affect the rights of the Buyer hereunder. "The Buyer shall have, as if it were the holder of each and every of the issued and outstanding shares of Preferred Stock, at any time and from time to time the preemptive right to purchase, in the case of the proposed issuance by the Company of, or the proposed granting by the Company of shares of, any class of the Company's stock (i"Capital Stock"), or any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (including, without limitation, interests in the Operating Partnership) In the event (such rights or options being hereinafter referred to as "Options" and such convertible or exchangeable stock or securities being hereinafter referred to as "Convertible Securities"). On each occasion that the Company proposes to undertake an issuance of New Securities (in a single transaction issue Capital Stock, Options or a series of related transactions)Convertible Securities, it shall give each or any of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveforegoing, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.the

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction offer or a series of related transactions), it shall give each sell any equity securities of the Investors written notice of its intention Company, or any other security convertible into, or any option, warrant or right to issue acquire, such equity securities (collectively “New Securities (the “First Participation NoticeSecurities”), describing the following: in any transaction other than (iA) a bona fide firm commitment underwritten public offering or (B) the number and type issuance of compensatory stock options to employees of the Company in the ordinary course of business, issued pursuant to a valid equity plan of the Company, the Company shall first offer such New Securities to Investor as follows: (a) Prior to any issuance of New Securities, (ii) the price and the general terms upon which the Company proposes shall give notice (the “Offer Notice”) to issue Investor, stating (A) its bona fide intention to offer such New Securities, (iiiB) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share number of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased offered, and (not C) the price and terms, if any, upon which it proposes to exceed offer such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (iib) If any Investor fails or declines By notification to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (within 20 days after the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) aboveOffer Notice is given, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire Investor may elect to purchase more than its Pro Rata Share of or otherwise acquire, at the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number price and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Offer Notice, or if the Company has not consummated the sale up to that portion of such New Securities within ninety which equals the proportion that the Common Stock issued and held, or issuable (90directly or indirectly) day period after the expiration upon conversion and/or exercise, as applicable, of the Participation Periodany security convertible into, or any option, warrant or right to acquire, Common Stock, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities held by Investor bears to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares Common Stock of the Company held by all Company shareholders in the aggregate. (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4(b), the Company may, during the 90-day period following the expiration of the period provided in Section 4(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an Investor and its Affiliates agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for deemed to be revived and such New Securities shall not be offered unless first reoffered to Investor under in accordance with this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO4.

Preemptive Right. If Ordinary Shares are proposed to be issued for cash (other than issuances with respect to employee benefit plans in accordance with Section 6.2 or in connection with a Listing or Public Offering) (i) In prior to a Listing or Public Offering at a price per share which is less than that specified in the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New SecuritiesSubscription Agreement, (ii) after a Listing or Public Offering at a price per share which is less than that published as the closing price and on the general terms upon principal stock exchange on which the Company proposes Ordinary Shares are listed on the last trading day prior to the corporate action formally fixing or approving the issue price for such New Securitiesadditional Ordinary Shares, (iii) at any time following the identity completion of the third party Offer to which Purchase, to the Company proposes KKR Partnership or any of its Affiliates, PROVIDED that any issues prior to issue such New Securities; and time shall be for the same price per share paid by the Purchasers pursuant to the Subscription Agreement, or (iv) other matters relating if ordinary shares of any subsidiary of Holdings ("SUBSIDIARY SHARES") are proposed to be issued for cash at any time to the New Securities. Each Investor KKR Partnership or any of its Affiliates, then the Purchasers and their Permitted Transferees shall have the right (but no obligation) to, within thirty (30) days from to subscribe in cash on the date of receipt of any such First Participation Notice, purchase up to such Investor’s proposed terms for their Preemptive Right Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the CompanyOrdinary Shares or Subsidiary Shares. The "PREEMPTIVE RIGHT PRO RATA SHARE" of a Purchaser or a Permitted Transferee shall be, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If at any Investor fails to so respond in writing within such thirty (30) day periodgiven time, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal Ordinary Shares or Subsidiary Shares proposed to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available be issued for subscription cash multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis then held by such Oversubscription Participant Purchaser or Permitted Transferee and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made issued and outstanding before giving effect to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2new issuance. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (ia) In the event that the Company at any time proposes to undertake issue any Common Share Equivalents (other than Excluded Securities, as defined below) pursuant to an issuance offering by the Company that is exempt from the registration requirements of New the Securities Act of 1933, as amended (in a single transaction or a series of related transactionsthe "PREEMPTIVE SECURITIES"), it the Company shall give each promptly provide written notice thereof (a "PREEMPTIVE RIGHTS NOTICE") to the Investor. Such notice shall specify total size of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) offering and the number and terms of each type and class of New Securities, (ii) the price and the general terms upon which Preemptive Security that the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters shall include therewith any documentation relating to the New Securitiesthereto. Each The Investor shall have the right (but no obligation) tooption, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice exercisable by giving written notice to the Company, stating therein Company within five business days after receipt of the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Preemptive Rights Notice (the “Preemptive Rights”"PREEMPTIVE RIGHTS PERIOD"). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, from the Company shall promptly give written notice such amount of the Preemptive Securities determined by dividing (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (ix) the number of the remaining New Securities available for oversubscription and (ii) the list shares of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back Common Stock held by the Company with respect to its oversubscription to such number of remaining New Securities equal Investor and issuable to the lesser Investor, assuming conversion in full of (x) any convertible securities then held by the Additional Number and Investor, by (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities. (b) The provisions of this Section 4 shall not be applicable to the issuance of the following securities (the securities issued pursuant to (i) through (vii) below, "EXCLUDED SECURITIES"): (i) securities issued in connection with the acquisition by the Company of a business entity or segment of any such entity by merger, purchase of stock or assets or otherwise approved by the Board; (ii) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement, which issuance has been approved by the Board; (iii) securities issued in connection with any direct or indirect borrowings by the Company, including any type of loan or payment evidenced by any type of debt instrument; (iv) securities issued in connection with any stock split, stock dividend or similar transaction of the Company; (v) securities issued in connection with the initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, S-2 or S-3 (or similar form of general application prescribed bx the Securities and Exchange Commission) (such offering, an as-converted basis held "IPO"); (vi) securities issued in connection with the conversion of any Common Stock Equivalents outstanding as of the date hereof; (vii) any securities issuable upon exercise, exchange or conversion of any security referred to in the preceding clauses (i) through (vi). (c) Any Preemptive Securities purchased by all Shareholders immediately the Investor shall be sold by the Company at the same price (except that, at its option, the Investor may, if the consideration proposed to be received by the Company is other than cash, pay cash in an amount equal to the fair market value (as determined by the Board) of such other consideration), and on the same terms and conditions set forth in the Preemptive Rights Notice. The closing for such transaction shall take place as proposed by the Company (but in no event (x) prior to the completion closing of the IPOsale of the Preemptive Securities to the other purchasers or (y) less than 10 business days after the Investor shall have exercised its option to purchase Preemptive Securities offered pursuant to a Preemptive Rights Notice), at which closing the Company shall deliver certificates for the Preemptive Securities in the name of the Investor against receipt of the consideration therefor. All Preemptive Securities acquired by the Investor pursuant to this Section 4 shall automatically and without further action be subject to this Agreement. (d) Unless the Company shall have previously sold Preemptive Securities in the manner referred to in Section 4(a), the Company may sell any Preemptive Securities that the Investor shall decline to purchase on terms and subject to conditions that are no less favorable to the Company than those set forth in the Preemptive Rights Notice at any time during the 120-day period following expiration of the Preemptive Rights Period.

Preemptive Right. (i) In After the event that date hereof, the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall ----------------- give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving prior written notice to the Company, stating therein Purchaser of the quantity proposed private placement of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any Capital Stock or other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, equity securities by the Company shall promptly give written notice (the “Second Participation Notice”) to for cash, other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: than (i) issuances pursuant to the number of the remaining New Securities available for oversubscription Company's equity compensation or stock option plans and (ii) issuances pursuant to the list Rights Plan (each a "New Issuance") at ------------ a price below $6.20 per share (with appropriate adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification made or effected subsequent to the Closing Date). Such notice shall specify the number and class of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Periodsecurities to be issued, the “Participation Period”)rights, notify terms and privileges thereof and the price at which such securities will be issued. By written notice to the Company given within 15 Business Days of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale being notified of such New Securities within ninety (90) day period after Issuance, the expiration Purchaser shall be entitled to purchase all, but not less than all, of the Participation PeriodCapital Stock or other securities contemplated by the New Issuance; provided, then -------- however, that the Company Purchaser shall not thereafter issue or sell have any New Securities without again first offering such New Securities right to the Investors purchase securities ------- pursuant to this Section 4.2. (iv) Notwithstanding anything 5.7 if, prior to a sale of securities to the contrary Purchaser pursuant to this Section 5.7, such securities would be required to be registered under the Act; provided further that if the Purchaser does not timely notify the -------- ------- Company of its election to purchase all of the New Issuance on the terms specified in the foregoing notice, or unless the Company or the placement agent for the New Issuance reasonably believes that including the Purchaser in the group of investors for the New Issuance will materially adversely affect the Company's ability to consummate the New Issuance on the terms specified in such notice, then the Purchaser shall be permitted to invest in the New Issuance in such amount to be reasonably determined in good faith by the Company. The closing of any purchase pursuant to this AgreementSection 5.7 shall be held at the time and place of the closing of, and subject on the same terms and conditions as, the New Issuance, or at such other time and place as the parties to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOtransaction may agree.

Preemptive Right. The Company shall give each Stockholder 30 days' prior written notice of the proposed issuance or sale by the Company or any of its Subsidiaries of any Common Stock, any Common Stock Equivalent, preferred stock of the Company (or any other security exercisable for or convertible into any shares of any series of preferred stock), any equity or debt securities of any Subsidiary of the Company or any securities evidencing Indebtedness or other securities or equity or debt interest of the Company or any of its Subsidiaries (each, a "New Issuance") other than Common Stock or Common Stock Equivalents issued or sold by the Company or any of its Subsidiaries (i) In to the event that Company's employees, independent contractors, strategic partners, consultants or directors pursuant to arrangements approved unanimously by the Company proposes to undertake an issuance Board of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New SecuritiesDirectors, (ii) the price and the general terms upon which the Company proposes to issue such New Securitiesin connection with acquisitions of other companies or businesses, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and as a stock split or stock dividend, (iv) other matters relating pursuant to the New Securitiesexercise, conversion or exchange of any then outstanding Common Stock Equivalent, (v) pursuant to a public offering registered under the Securities Act, or (vi) in connection with a Sale of the Company. Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Stockholder shall be entitled to purchase pursuant to this Section 5.1. Each Investor Stockholder shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right entitled to purchase its Pro Rata Share that portion of such a New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities Issuance equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is shall be the total number of Ordinary Shares on an as-converted basis held owned by such Oversubscription Participant Stockholder, giving effect, without duplication, to all Common Stock Equivalents owned by such Stockholder, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested, and the denominator of which is shall be the total number of Ordinary Shares on an as-converted basis held by then outstanding, giving effect, without duplication, to all the Oversubscription Participants. (iii) If any change is made Common Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (including such Stockholder's Shares), at the most favorable price and on the most favorable terms or conditions specified in the First Participation Noticeas are offered to any other Persons, or if by giving written notice of such election to the Company has not consummated the sale within 15 days after notice of such New Securities within ninety (90) day period after the expiration of the Participation PeriodIssuance has been given to such Stockholder; PROVIDED, then the Company HOWEVER, that no Stockholder shall not thereafter issue or sell have any New Securities without again first offering such New Securities right to the Investors purchase securities pursuant to this Section 4.2. (iv) Notwithstanding anything 5.1 if, prior to a sale of securities to such Stockholder pursuant to this Section, such securities would be required to be registered under the contrary Securities Act. The failure of a Stockholder to give any written notice specified in this Agreement, and subject to Section 5.1 within the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) time period specified herein shall be deemed to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares a waiver of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor rights under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO5.1.

Preemptive Right. (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) In the event that any shares of its Common Stock, (ii) any other capital stock or other equity securities of the Company proposes or equity-linked securities, (iii) any option, warrant or other right to undertake an issuance subscribe for, purchase or otherwise acquire any capital stock or other equity securities of New Securities the Company, or (in a single transaction iv) any debt or a series other securities directly or indirectly convertible into capital stock or other equity securities of related transactionsthe Company (collectively, the “Offered Securities”), it unless in each such case the Company shall give each of have first complied with this Section 3.1. The Company shall deliver to the Investors Purchaser a written notice of its intention to issue New any proposed or intended issuance, sale or exchange of Offered Securities (the “First Participation NoticeIssuance Offer”), describing the following: which Issuance Offer shall (i) identify and describe the number and type of New Offered Securities, (ii) describe the price and the general other terms upon which they are to be issued, sold or exchanged, and the Company proposes number or amount of the Offered Securities to issue such New Securitiesbe issued, sold or exchanged, (iii) identify the identity of the third party persons or entities (if known) to which or with which the Company proposes Offered Securities are to issue such New Securities; be offered, issued, sold or exchanged and (iv) other matters relating offer to issue and sell to or exchange with the Purchaser a pro rata portion of the Offered Securities determined by dividing the aggregate number of shares of Common Stock then held by the Purchaser by the total number of shares of Common Stock then outstanding (the “Basic Amount”). (b) To accept an Issuance Offer, in whole or in part, the Purchaser must deliver a written notice to the New Securities. Each Investor Company within twenty (20) days after receipt of the Issuance Offer, setting forth the portion of the Purchaser’s Basic Amount that the Purchaser elects to purchase (a “Notice of Acceptance”). (c) The Company shall have the right (but no obligation) to, within thirty (30) days from the date expiration of receipt the 20-day period set forth in Section 3.1(b) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchaser (the “Refused Securities”), but only to the offerees (if so described therein), on the same financial and economic terms as those set forth in the Issuance Offer and upon other terms and conditions that are not more favorable, in the aggregate, to the acquiring person or persons or less favorable to the Company than those set forth in the Issuance Offer. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such First Participation Noticesale to be in the manner and on the terms specified in Section 3.1(c) above), then the Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase up pursuant to Section 3.1(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such Investor’s Pro Rata Share securities have again been offered to the Purchaser in accordance with Section 5.2(a) above. (e) Upon the Closing of such New the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchaser shall acquire from the Company, and the Company shall issue to the Purchaser, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 5.2(d) above if the Purchaser have so elected, upon the terms and conditions specified in the First Participation Notice Issuance Offer. The purchase by giving written notice the Purchaser of any Offered Securities is subject in all cases to the Companypreparation, stating therein execution and delivery by the quantity Company and the Purchaser of New a purchase agreement relating to such Offered Securities reflecting the terms specified in the Issuance Offer and reasonably satisfactory in form and substance to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If Purchaser and their respective counsel and the receipt of any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securitiesrequired regulatory approvals. (iif) If any Investor fails Any Offered Securities not acquired by the Purchaser or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full other persons in accordance with Section 4.2(i3.1(c) aboveabove may not be issued, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal sold or exchanged until they are again offered to the lesser of (x) Purchaser under the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions procedures specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Lawincluding without limitation, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO Section 3.1(c). (each such Investor, a g) The term “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates Offered Securities” shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.not include:

Preemptive Right. (i) In the event that the Company proposes Subject to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in this Article IV, the First Participation Notice Company hereby grants to the Investors a preemptive right with respect to future issues by giving the Company of its New Shares (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its share capital (“New Shares”), the Company shall first make an offering of such New Shares to the Investors in accordance with the following provisions: (a) The Company shall deliver a notice to the Investors stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) By written notice notification to the Company, stating therein within twenty (20) Business Days after receipt of the quantity of New Securities notice contemplated by Section 4.01(a), each Investor may elect to be purchased (not to exceed such Investor’s Pro Rata Share) (subscribe for, at the “Preemptive Rights”). If any Investor fails to so respond price and on the terms specified in writing within such thirty (30) day periodthe notice, then such Investor’s right to purchase its Pro Rata Share a portion of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, Shares that equals the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is proportion that the number of Ordinary Shares on an as-converted basis then issued and held by such Oversubscription Participant and the denominator Investor, or issuable upon conversion of which is Series A Shares then held by such Investor, bears to the total number of Ordinary Shares on an as-converted basis of the Company then issued and held, or issuable upon conversion of Series A Shares then held by all the Oversubscription ParticipantsInvestors. (iiic) If any change is made all New Shares that the Investors are entitled to the terms or conditions specified subscribe pursuant to Section 4.01(b) are not elected to be subscribed for as provided in the First Participation NoticeSection 4.01(b) hereof, or if the Company has not consummated may, during the sale of such New Securities within ninety (90) day period after following the expiration of the Participation Periodperiod provided in Section 4.01(b) hereof, then offer the remaining unsubscribed portion of such New Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the subscription of such remaining unsubscribed portion of the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such portion of New Shares shall not thereafter issue or sell any New Securities without again be offered unless first offering such New Securities re-offered to the Investors pursuant to this Section 4.2in accordance herewith. (ivd) Notwithstanding anything The preemptive rights of the Investors set forth under this Section 4.01 shall not apply to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director Company’s sale of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares certain floating rate secured convertible bonds due 2009 convertible into Ordinary Shares of the Company immediately prior to within three (3) months after the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOClosing.

Preemptive Right. (i) In Subject to the event that terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to undertake an issuance of offer or sell any New Securities, the Company shall first offer such New Securities to the Investor. The Investor shall be entitled to apportion the preemptive right hereby granted to it among itself and its Affiliates that are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act in such proportions as it deems appropriate. (in a single transaction or a series of related transactions), it a) The Company shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation "Offer Notice”)") to the Investor, describing the following: stating (i) the number and type of its bona fide intention to offer such New Securities, (ii) the price and the general terms upon which the Company proposes to issue number of such New SecuritiesSecurities to be offered, and (iii) the identity of the third party to price and terms, if any, upon which the Company it proposes to issue offer such New Securities; and . (ivb) other matters relating By notification to the Company within twenty (20) days after the Offer Notice is given, the Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Convertible Debentures and any other Derivative Securities then held, by the Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of the other Derivative Securities, other than Derivative Securities held by employees, officers or directors of the Company). Each The closing of any sale pursuant to this Section 4.1(b) shall be conditional upon the Investor having obtained all applicable governmental approvals in China and/or completed all applicable filings with governmental authorities in China and shall have occur within the right later of ninety (but 90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) The Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell all New Securities that are not elected to be purchased or acquired as provided in Section 4.1(b), to any Person or Persons at a price not less than, and upon terms no obligation) tomore favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days from of the date of receipt of any such First Participation Noticeexecution thereof, purchase up the right provided hereunder shall be deemed to such Investor’s Pro Rata Share of be revived and such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed offered unless first reoffered to forfeit any right the Investor in accordance with respect to any other issuance of New Securitiesthis Section 4.1. (iid) If any Investor fails or declines The preemptive right in this Section 4.1 shall not be applicable to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription Exempted Securities; and (ii) the list shares of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified Common Stock issued in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the Qualified IPO.

Preemptive Right. The Company hereby grants to each Member the right to purchase, in accordance with the procedures set forth in this Section 3.9, such Member’s pro rata share, based on the Membership Interest of such Member relative to the Membership Interests of the other Members, of any Additional Interests which the Company may, from time to time, propose to sell and issue (i) In hereinafter referred to as the event “Preemptive Right”). As used herein, “Additional Interests” shall mean Membership Interests or other ownership interests of the Company, whether now or hereinafter authorized, any rights, options or warrants to purchase Membership Interests and any instrument of any kind whatsoever that are, or may become, convertible into or exchangeable for such Membership Interests or other ownership interest of the Company; provided, however, that the Company proposes to undertake an term “Additional Interests” shall not include the issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the followingof: (i) Membership Interests or other ownership interests to Persons other than Members (or their Affiliates) (1) in connection with any merger, consolidation, acquisition, or any reorganization or recapitalization in each case when Membership Interests are issued for or in respect of previously outstanding Membership Interests; (2) as consideration to a selling Person in connection with the number and type acquisition of New Securities, another Person by the Company or any of its Subsidiaries (including issuances to management of such Person in connection therewith); (3) to any debt holders of the Company or any of its Subsidiaries in connection with non-equity financing transactions; (ii) the price and the general terms upon which Membership Interests or other ownership interests to officers, employees, directors, consultants or other service providers of the Company proposes or its subsidiaries pursuant to issue any option or other equity compensation plans approved by the Management Committee in connection with such New Securities, Person’s employment or consulting arrangements or other service relationship with the Company or its subsidiaries; (iii) the identity by reason of the third party to which the Company proposes to issue such New Securitiesany subdivision (by split, distribution in kind, recapitalization or otherwise); and or (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total equity securities issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the any IPO.

Preemptive Right. (i) In the event that the Company proposes Subject to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in this Section 2.3 (Preemptive Right), the First Participation Notice by giving written notice Company hereby grants to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any each Major Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any a preemptive right with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3 (Preemptive Right), other than for purposes of the notice provisions, Major Investor includes any other issuance general partners and Affiliates of New Securities. (ii) If any a Major Investor. A Major Investor fails or declines who chooses to exercise the preemptive right may designate as purchasers under such right itself or its Preemptive Rights Affiliates in such proportions as it deems appropriate; provided that such Major Investor shall be responsible for the performance by its designated Affiliate of such Affiliate’s obligations to complete such purchase. Each time the Company proposes to offer any capital shares, or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovesecurities convertible into or exercisable for any capital shares, of any class (“Shares”), the Company shall promptly give first make an offering of such Shares to each Major Investor in accordance with the following provisions: (a) The Company shall deliver a written notice (the “Second Participation Preemptive Rights Notice”) to other Investors who exercised in full their each Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares. (b) Upon receipt of the Preemptive Rights (Notice, each Major Investor may elect to subscribe for, at the “Oversubscription Participants”) price and upon the terms specified in accordance with Section 4.2(i) abovethe Preemptive Rights Notice, describing up to that portion of such Shares which equals the following: proportion that (i) the number sum of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis issuable or issued upon conversion of Registrable Securities plus all other voting securities then held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, bears to (bii) the total number of Ordinary Shares on an as-converted basis held then outstanding (assuming full conversion and exercise of all outstanding convertible or exercisable securities) (the “Proportionate Share”). The election will be exercisable by all Shareholders immediately prior written notice (the “Exercise Notice”) given to the completion Company by the twentieth (20th) calendar day after delivery of the IPO.Preemptive Rights Notice and shall specify the maximum number of Shares, even if greater than such Major Investor’s Proportionate Share, that the Major Investor desires to purchase pursuant to this Section 2.3(b) (the “Maximum Number”). Failure of any Major Investor to provide an Exercise Notice within the twenty (20) day period shall be deemed to constitute a notification to the Company of such Major Investor’s decision not to exercise the option to purchase any Shares under this Section 2.3

Preemptive Right. (i) In If the event Board members nominated by MxXxxxxxx, on behalf of the Stockholders, determine that the Company proposes needs, requires, or desires additional capital for the purpose of major capital improvements, expansions, or acquisitions, the Stockholders shall authorize the issuance and sale to undertake an issuance MxXxxxxxx of New Securities (shares of capital stock in a single transaction or a series exchange therefor. Any issuances and sales of related transactions), it shall give each of the Investors written notice of its intention capital stock other than exclusively to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating MxXxxxxxx pursuant to the New Securitiesprevious sentence shall be determined by all the Stockholders. Each Investor shall have In addition, if the right (but no obligation) to, within thirty (30) days from Stockholders otherwise authorize the date of receipt issuance or sale of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share shares of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovecapital stock, the Company shall promptly give written notice (the “Second Participation Notice”) first offer to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the sell MxXxxxxxx such shares of capital stock. The number of the remaining New Securities available for oversubscription and shares of capital stock to be issued, if any, pursuant to this clause (iic) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect shall be sufficient to its oversubscription cause MxXxxxxxx'x fully-diluted percentage ownership of the capital stock of the Company to such number of remaining New Securities be equal to the lesser of (x) MxXxxxxxx'x proportion of the Additional Number and Company's stockholders' equity, as set forth on the Company's most recent quarterly balance sheet, plus the fair market value of the amount of capital contributed by MxXxxxxxx (which in the case of acquisitions of ongoing business shall mean the total consideration paid or to be paid therefor), in cash or kind, divided by (y) the product obtained by multiplying (i) Company's stockholders' equity, as set forth on the number Company's most recent quarterly balance sheet, plus the fair market value of the remaining New Securities available for subscription amount of capital contributed by (ii) a fractionMxXxxxxxx, in cash or kind; provided, however, that notwithstanding the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Noticeforegoing, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities use reasonable efforts to the Investors pursuant maintain a target ratio of stockholders' equity to this Section 4.2. total assets (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains as set forth on a director then current balance sheet of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more Company) of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOnot less than 40%.

Preemptive Right. (i) In Subject to the event that terms and conditions of this Subsection 7.1 and applicable securities laws, if the Company proposes to undertake offer or sell any New Securities, the Company shall first offer such New Securities to each Stockholder (each, an “Offeree”), who shall each a right to participate in the issuance of New Securities Securities. (in a single transaction or a series of related transactions), it a) The Company shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Offer Notice”)) to each Offeree, describing the following: stating (i) the number and type of its bona fide intention to offer such New Securities, (ii) the price and the general terms upon which the Company proposes to issue number of such New SecuritiesSecurities to be offered, and (iii) the identity of the third party to price and terms, if any, upon which the Company it proposes to issue offer such New Securities; and . (ivb) other matters relating By notification to the Company within twenty (20) days after the Offer Notice is given, each Offeree may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to (which for greater certainty includes amounts that are less than) that portion of such New Securities which equals the proportion that the Ordinary Shares then held by the Offeree (including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by the Offeree, provided, if and only if, that the instrument governing such Derivative Security does not provide for a similar anti-dilution provision) bears to the total number of Ordinary Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative Securities). Each Investor The closing of any sale pursuant to this Subsection 7.1 (b) shall have occur within the right later of sixty (but 60) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 7.1(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 7.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 7.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no obligation) tomore favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days from of the date of receipt of any such First Participation Noticeexecution thereof, purchase up the right provided hereunder shall be deemed to such Investor’s Pro Rata Share of be revived and such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed offered unless first reoffered to forfeit any each Offeree in accordance with this Subsection 7.1. (d) The preemptive right with respect in this Subsection 7.1 shall be applicable only to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (ia) In the event that Prior to the Company proposes to undertake an or any of its Subsidiaries entering into discussions or negotiations with any third party regarding any potential issuance by the Company or any of New Securities its Subsidiaries of any debt security or any indebtedness described in clause (in 2) of this Section 2.7(a) (any such potential issuance, a single transaction or a series of related transactions“Potential Debt Issuance”), it the Company shall give each of inform the Investors written notice Named Stockholders of its intention to issue New enter into such negotiations, and the Named Stockholders shall then inform the Company if such Named Stockholder does not desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance. Notwithstanding anything in this Agreement to the contrary, (i) if any Named Stockholder informs the Company that it does not wish to have the provisions of this Section 2.7 apply to such Named Stockholder with respect to such Potential Debt Issuance, then this Section 2.7 shall not apply to such Named Stockholder with respect to such Potential Debt Issuance and (ii) if any Named Stockholder is silent or affirms its desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance, it shall be under no obligation to purchase any of the Preemptive Securities unless and until such Named Stockholder has exercised its preemptive rights pursuant to Section 2.7(b) below. Subject to the preceding two sentences, prior to any issuance by the Company or any of its Subsidiaries of (1) any securities (including any shares of Capital Stock or debt securities) or (2) any indebtedness in respect of borrowed money, including indebtedness evidenced by bonds, notes or similar instruments or by letters of credit or bankers acceptances (but, for the avoidance of doubt, not including trade payables) or any guarantees (in each case, other than Exempt Issuances), the Company shall give written notice (a “Preemptive Notice”) thereof to each Named Stockholder. The Preemptive Notice shall: (i) specify the security, securities or other evidence of indebtedness described in Section 2.7(a)(2) above to be issued (the “First Participation Preemptive Securities”) to the proposed purchasers, the date of issuance of Preemptive Securities (which date shall not be less than 15 days after the date of delivery of the Preemptive Notice”), describing the following: (i) consideration that the number Company will receive therefor and type all other material terms and conditions of New Securities, such issuance; and (ii) contain an offer to sell to the Named Stockholders at the same price and for the general terms upon which same consideration to be paid by the Company proposes proposed purchaser, the Preemptive Securities. (b) Subject to issue Section 2.7(c), for a period of ten Business Days following the delivery of such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Preemptive Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice each Named Stockholder shall be entitled, by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not elect to exceed purchase up to such InvestorNamed Stockholder’s Pro Rata SharePortion of the Preemptive Securities. In the event that any such offer is accepted by any Named Stockholder, the Company shall (or shall cause such Subsidiary to) (sell to such Named Stockholder, and such Named Stockholder shall purchase for the “consideration and on the terms set forth in the Preemptive Rights”). If any Investor fails to so respond in writing within Notice the Preemptive Securities that such thirty (30) day period, then such Investor’s right Named Stockholder has elected to purchase its Pro Rata Share of such New on the same day it issues (or would have issued) the Preemptive Securities hereunder shall (which day may be forfeitedextended to satisfy any Conditions). (c) Notwithstanding Section 2.7(b), but such Investor shall not be deemed to forfeit any right during the Standstill Period, with respect to any other proposed issuance of New Preemptive Securities described in Section 2.7(a) that has been approved by the Board (with such approval including at least one ESL Director designated by ESL (or if no such Director has been so designated, any ESL Director)): (i) For a period of ten Business Days following the delivery of the Preemptive Notice, ACOF shall have the sole right, by written notice to the Company, to elect to purchase all or a portion of the Preemptive Securities specified in the Preemptive Notice on the terms set forth therein; (ii) In the event that ACOF makes such election, the Company shall (or shall cause such Subsidiary to) sell to ACOF, and ACOF shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice, the Preemptive Securities that ACOF has elected to purchase on the same day the Company (or such Subsidiary) issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions); and (iii) ESL shall not purchase any Preemptive Securities. (iid) The Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 2.7 effect such increases in the authorized securities of the Company as may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing (or permitting any Subsidiary to issue) any securities pursuant to this Section 2.7. (e) If any Investor fails or declines to exercise its Preemptive Rights or does the Named Stockholders do not exercise its Preemptive Rights in full in accordance with their preemptive rights pursuant to this Section 4.2(i) above2.7, then the Company shall promptly give written notice (the “Second Participation Notice”) be permitted to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together proceed with the First Participation Period, the “Participation Period”), notify the Company proposed issuance of its desire to purchase more than its Pro Rata Share securities or other evidence of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions indebtedness specified in the First Participation Notice, or if Preemptive Notice to the extent not purchased by a Named Stockholder. The Company has not consummated the sale of such New Securities within ninety (90) day period shall have 30 days after the expiration of the Participation Perioddeadline to respond to the Preemptive Notice to consummate such proposed issuance, then at a price not less than the price specified in the Preemptive Notice and on other terms not less favorable to the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale than those terms set forth in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately Preemptive Notice, before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose provisions of this Section 4.2(iv), “Pro Rata Share” of a Major Investor 2.7 shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by again be in effect with respect to any such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOproposed issuance.

Preemptive Right. (ia) In the event that of the issuance, sale, grant or distribution by the Company proposes of any Capital Stock of the Company, or any voting or other security of the Company whose distributions, interest or amounts upon liquidation varies with the income or value of the Company (collectively, an "Equity Security") or any security convertible into or exchangeable for any such Equity Security of the Company, or any contract right measured or otherwise valued by reference thereto, each TCW/Crescent Investor and Audax Investor (as defined below) that is a Holder (which terms as used in this Section 14 and Section 15 specifically includes a holder of Warrant Shares and each TCW/Crescent Investor and Audax Investor which is a holder of Warrants or Warrant Shares) and each other Holder that, together with its Affiliates, holds Warrants or Warrant Shares (or both) representing twenty percent (20%) or more of the aggregate number of the Warrants and Warrant Shares outstanding, subject to undertake the provisions of Section 14(d) hereof, shall (to the extent an adjustment to the Warrant Number would not be required pursuant to the provisions of Section 9 hereof as a result of such issuance, sale, grant or distribution) be entitled to participate in such issuance, sale, grant or distribution on a pro rata basis, and on the same terms and conditions (to the extent applicable to any such Holder), so that following such issuance, sale, grant or distribution each such Holder will, if it has elected to purchase or otherwise receive the new securities to be issued, sold, granted or distributed, have the same percentage of the equity ownership of the Company (on a fully diluted basis) as such Holder had (on a fully diluted basis) prior to such issuance, sale, grant or distribution. Notwithstanding the foregoing, however, no Holder will be entitled to any such preemptive right with respect to the issuance of New Equity Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New securities convertible into or exchangeable for Equity Securities (the “First Participation Notice”), describing the following: (i) in connection with an Equity Offering or a Sale of the number and type of New SecuritiesCompany, (ii) pursuant to the price and the general terms upon which the Company proposes to issue such New SecuritiesStock Option Plan, (iii) upon the identity exercise of the third party to which the Company proposes to issue such New Securities; and any option or other right described in clause (ii) above or (iv) other matters relating upon the conversion, exchange or exercise of any outstanding securities convertible into or exchangeable or exercisable into Common Stock. As used herein, the term "Audax Investors" means, collectively, Audax Mezzanine Fund, L.P., a Delaware limited partnership, Audax Co-Invest L.P., a Delaware limited partnership, Audax Trust Co-Invest, L.P., a Delaware limited partnership, or any of their Affiliates (each, individually, an "Audax Investor"). (b) In order to the New Securities. Each Investor shall have the right exercise its preemptive rights hereunder, a Holder must (but no obligation) to, within thirty (30) 15 days after receipt of written notice from the date of receipt of any Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such First Participation NoticeHolder's percentage allotment, purchase up which notice shall be given to each Holder at least 30 days prior to such Investor’s Pro Rata Share of such New Securities upon issuance, sale, grant or distribution by the terms and conditions specified in the First Participation Notice by giving Company) deliver a written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase Company describing its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securitieselection hereunder. (iic) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) During a period of 180 consecutive days following the expiration of such 15-day period described above, the Company shall promptly give written notice (be entitled to sell such stock or securities that the “Second Participation Notice”) Holders have not elected to other Investors who exercised in full their Preemptive Rights (purchase on substantially the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing same terms and conditions as those offered to the following: (i) Holders; provided that the number sale price of such stock or securities shall not be less than 95% of the remaining New Securities available for oversubscription and (ii) sale price offered to the list of Oversubscription ParticipantsHolders. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back Any stock or securities offered or sold by the Company with respect to its oversubscription to after such number of remaining New Securities equal 180-day period must be reoffered to the lesser Holders pursuant to the terms of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participantsthis Section 14. (iiid) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor The rights under this Section 4.2(iv). Each Major Investor 14 shall have terminate upon the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files occurrence of an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOEquity Offering.

Preemptive Right. The Company shall give each Stockholder 30 days’ prior written notice of the proposed issuance or sale by the Company or any of its Subsidiaries of any Common Stock, any Common Stock Equivalent, preferred stock of the Company (or any other security exercisable for or convertible into any shares of any series of preferred stock), any equity or debt securities of any Subsidiary of the Company or any securities evidencing Indebtedness or other securities or equity or debt interest of the Company or any of its Subsidiaries (each, a “New Issuance”) other than Common Stock or Common Stock Equivalents issued or sold by the Company or any of its Subsidiaries (i) In to the event that Company’s employees, independent contractors, strategic partners, consultants or directors pursuant to arrangements approved unanimously by the Company proposes to undertake an issuance Board of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New SecuritiesDirectors, (ii) the price and the general terms upon which the Company proposes to issue such New Securitiesin connection with acquisitions of other companies or businesses, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and as a stock split or stock dividend, (iv) other matters relating pursuant to the New Securitiesexercise, conversion or exchange of any then outstanding Common Stock Equivalent, (v) pursuant to a public offering registered under the Securities Act, or (vi) in connection with a Sale of the Company. Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Stockholder shall be entitled to purchase pursuant to this Section 5.1. Each Investor Stockholder shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right entitled to purchase its Pro Rata Share that portion of such a New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities Issuance equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is shall be the total number of Ordinary Shares on an as-converted basis held owned by such Oversubscription Participant Stockholder, giving effect, without duplication, to all Common Stock Equivalents owned by such Stockholder, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested, and the denominator of which is shall be the total number of Ordinary Shares on an as-converted basis held by then outstanding, giving effect, without duplication, to all the Oversubscription Participants. (iii) If any change is made Common Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (including such Stockholder’s Shares), at the most favorable price and on the most favorable terms or conditions specified in the First Participation Noticeas are offered to any other Persons, or if by giving written notice of such election to the Company has not consummated the sale within 15 days after notice of such New Securities within ninety (90) day period after the expiration of the Participation PeriodIssuance has been given to such Stockholder; provided, then the Company however, that no Stockholder shall not thereafter issue or sell have any New Securities without again first offering such New Securities right to the Investors purchase securities pursuant to this Section 4.2. (iv) Notwithstanding anything 5.1 if, prior to a sale of securities to such Stockholder pursuant to this Section, such securities would be required to be registered under the contrary Securities Act. The failure of a Stockholder to give any written notice specified in this Agreement, and subject to Section 5.1 within the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) time period specified herein shall be deemed to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares a waiver of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor rights under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO5.1.