Common use of Qualified IPO Clause in Contracts

Qualified IPO. (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. (a) As soon as practicableThe Company shall, but and the Shareholders shall use their respective reasonable best efforts to procure the Company, to consummate a Qualified IPO on or prior to the fourth anniversary of the First Closing Date. Each Shareholder hereby agrees that unless otherwise agreed by the New Investors Holding a Majority in any event within thirty (30) days after the ClosingInterest, the Company shall cause be the Board sole entity for any initial Public Offering of the business and assets of the Group. (b) If no investment bank(s) have been appointed to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of advise on a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after IPO by the third anniversary of the First Closing, the IPO Committee Board shall appoint one or more nationally recognized investment banks meet within 30 days to act as underwriters discuss and consider the prospects and timing of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the conducting a Qualified IPO. (bc) In connection with Following the conduct and consummation appointment of investment bank(s) for purpose of conducting a Qualified IPO, (i) the Founder shall procure the Company to use its best efforts to prepare a Qualified IPO, the Company including to provide all relevant information (including financial information) and each of the Initial Members to make sufficient resources available; (ii) all Shareholders shall cooperate discuss in good faith and use their reasonable best efforts to consummate the Qualified IPO appointment of other advisors as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC need to be included therein). Echo and each of appointed in connection with the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access counsel and accountant; and (iii) the investment bank(s) and the other advisors shall, together with the Company and in consultation with the Founder and the New Investors, commence the preparation of a prospectus (or similar document) and such other documents as may be required in connection with the Qualified IPO and take any other actions necessary or desirable to the documents, records and senior management implement a Qualified IPO. (d) Each of the CompanyShareholders agrees to provide all cooperation and assistance reasonably required in connection with the above through actions of such Person or any of its or his Affiliates, procuring the participation of senior management in investor road-shows and similar marketing effortsincluding by (i) voting, and executing procuring its appointed Director(s) to vote, in favor of any and delivering any documents reasonably requested all required resolutions, (ii) allowing the Company to issue new Company Securities (subject to other provisions of this Agreement) in connection with the Qualified IPO if so advised by the IPO Committee or investment bank(s); provided that such new issuance shall be limited to attain the minimum public free float as required by the Applicable Law of the place of listing, if applicable, and (iii) executing any underwriter to and all documents as may be required by the relevant Governmental Authorities in connection with the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. (a) As soon The Members agree that the Company may be listed on a stock exchange in the PRC or elsewhere (including New York Stock Exchange, NASDAQ, Shanghai Stock Exchange, Shenzhen Stock Exchange, Hong Kong Stock Exchange or any other stock exchange jointly acknowledged by all the Series B Investors and Series B+ Investors) by means of IPO and the like; provided that, such IPO shall (i) comply with all listing rules promulgated by the corresponding stock exchange; (ii) the Shares held by the Investors shall be registrable and transferable; (iii) the market value of the Company being calculated in accordance with the offering price of each Company’s share as practicable, but set forth in any event within thirty the final prospectus is over RMB2.6 billion (30) days i.e. the said market value of the Company = offering price × number of outstanding shares of the Company immediate after the Closingoffering, both information as set forth in the final prospectus); and (iv) such IPO has been approved by all Investors (such IPO, a “Qualified IPO”). (b) Each Investor agrees, if so required by the managing underwriter(s), that it will enter into a lock-up agreement with the managing underwriter(s) for the Company’s Qualified IPO containing terms and conditions customary for such agreements, which may include a lock-up period of 180 days or longer as required by the managing underwriter(s); provided that any lock-up period longer than 180 days shall be subject to the approval of such Investor. For the avoidance of doubt, the Shares restricted by any lock-up period shall be deemed to be registrable and transferable for the purpose of Section 9.3(a). (c) The Founders and Founder Entities shall use best efforts to, and other Parties shall cooperate with the Founders and Founder Entities (including but not limited to revising or amending this Agreement or any arrangement herein) to, comply with applicable Laws promulgated by the relevant stock exchange so that the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of could consummate a Qualified IPOIPO prior to September 30, 2024. As promptly as practicable after its formationNotwithstanding the forgoing, but if any right of the Investor is in no event later than six contravention of the applicable listing rules, such right shall be terminated upon the date required by applicable listing rules (6unless otherwise provided herein); provided that (i) months after Closing, such right shall automatically revive upon the withdrawal or rejection of the IPO Committee application for any reason as if such right has never been terminated or waived; and (ii) such termination shall appoint one be subject to the prior consent of an Investor if it will have a material adverse effect on such Investor, provided that such Investor shall not withhold the consent if such revision or more nationally recognized investment banks amendment does not change the commercial terms or intentions of the Parties under this Agreement and is mandatorily required by the applicable listing rules (which has been proved by sufficient evidence provided by the Company). (d) If a Qualified IPO does not occur on or prior to act as underwriters September 30, 2024 and for so long any Investor still holds some Shares in the Company at that time, such Investor shall have the right but not the obligation to: (i) demand an IPO of the Company; and (ii) lead and carry out the IPO process together with other shareholders of the Company. (e) All fees and expenses incurred in connection with the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all including but not limited to fees and expenses for underwriting and offering, shall be borne by the Company (other than underwriting discounts and Company. All commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In in connection with the conduct and consummation sale of a Qualified IPO, the Company and each Shares of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested be borne by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partyrelevant Members.

Qualified IPO. (a) As soon as practicableIn the event of a Qualified IPO, but subject to the closing of such Qualified IPO, if the Requisite Holders timely deliver an IPO Conversion Election as set forth in Section 3(b)(i), the outstanding Note Obligations Amount shall convert in full on the closing date of such Qualified IPO into a number of IPO Securities equal to (x) the outstanding Note Obligations Amount on such closing date, divided by (y) the applicable IPO Conversion Price. If, at any event time prior to, but excluding, the fourth anniversary of the Issuance Date, the Requisite Holders do not timely deliver an IPO Conversion Election as set forth in Section 3(b)(i) in connection with a Qualified IPO, at the option of the Issuer in its sole discretion, either (A) the Issuer will prepay the Note Obligations Amount in cash within thirty (30) days after of the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters closing date of the Qualified IPO. The engagement of IPO (upon which prepayment the underwriters shall Notes will cease to be on financial and other terms customary in outstanding), or (B) (w) the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it Maturity Date will be the indemnitor of first resort with respect extended to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months date nine years from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice closing date of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration StatementNine Year Extension Maturity Date”), (x) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from interest rate shall be 2.50% per annum in the SEC relating to such Registration Statement and (ii) otherwise keep form of PIK Interest until the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations fourth anniversary of the SEC to be included therein). Echo Issuance Date and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate 3.50% per annum in the drafting and preparation form of any Registration Statement and any amendments thereto, including responses to any comments received from PIK Interest thereafter (if the SEC. Subject to Section 10.01(cNote remains unpaid), each of (y) the MCK Members and Echo Issuer shall have the right to participate equally in the preparation prepay this Note at any time without penalty, premium or prior notice, and (z) this Note will not be subject to any of the Registration Statement redemption, conversion or extension rights set forth in Sections 3, 4, 5 and any amendments thereto 6 herein (which Sections shall be deemed to have been removed from this Note) (the changes described in clauses (w), (x), (y) and otherwise (z) being collectively referred to participate equally in as the “Nine Year Extension”). The Issuer shall provide written notice of its election pursuant to the preceding sentence no later than the closing date of the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following IPO, provided that if the Closing (Issuer provides no such 24-month periodnotice, the “Initial Period”)Nine Year Extension shall apply. If, thenat any time from and after the fourth anniversary of the Issuance Date, notwithstanding any other provision to the contrary Requisite Holders do not timely deliver an IPO Conversion Election as set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate in Section 3(b)(i) in connection with a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), Requisite Holders shall be entitleddeemed to have made a Preferred Par Redemption Election and the Issuer, in its sole discretion, shall be entitled to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members elect any of the IPO Demanding Party’s exercise of an IPO DemandPreferred Par Redemption Options in accordance with Section 6(c). Upon receipt of such IPO Demand (which, If the Issuer fails to select a Preferred Par Redemption Option in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Periodaccordance with Section 6(c), the Company and Echo Note Obligations Amount shall effect convert into a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt number of such IPO Demand (and in shares of the case of a Qualified IPO to be consummated during the IPO Preference Period, prior Senior Non-Convertible Preferred Stock with an aggregate liquidation preference equal to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partythen outstanding Note Obligations Amount.

Qualified IPO. (a) As soon For so long as practicableAres and its Permitted Transferees, but in the aggregate, continue to beneficially own at least 50% of the number of shares of Class A Common Stock beneficially owned by Ares on the Effective Date (subject to appropriate adjustment for any event within thirty (30) days after the Closingstock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event), Ares may cause the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer IPO; provided that so long as CPPIB and its Permitted Transferees, in effectthe aggregate, but not longer than the Initial Period. In furtherance continue to beneficially own at least 50% of the QIPO Deadline number of shares of Class A Common Stock beneficially owned by CPPIB on the Effective Date (and unless extended pursuant subject to the preceding sentenceappropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo CPPIB shall have the right to participate equally with Ares in the preparation selection of managing underwriters for such offering. (b) After the sixth year anniversary of this Agreement, either Major Stockholder (the “Initiating Stockholder”) may cause the Company to consummate a Qualified IPO; provided that so long as the other Major Stockholder and its Permitted Transferees, in the aggregate, continue to beneficially own at least 50% of the Registration Statement and number of shares of Class A Common Stock beneficially owned by such other Major Stockholder on the Effective Date (subject to appropriate adjustment for any amendments thereto and otherwise stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event), such other Major Stockholder shall have the right to participate equally with the Initiating Stockholder in the Qualified IPO processselection of managing underwriters for such offering. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding Following any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right demand to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c)4.08, the MCK Member Company shall take all actions necessary or Echoreasonably requested by Ares or the Major Stockholders, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretionbe, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in consummate any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, and shall use its reasonable best efforts to assure the success thereof, including providing access entering into customary agreements with respect to such offering and the documents, records and senior management taking of all actions specified in Section 5.03 hereof. (d) If any shares of Common Stock to be included in the registration statement effecting the Qualified IPO are to be sold other than for the Company’s own account, procuring each Stockholder shall have the participation right (but not the obligation) to include its Pro Rata Portion of senior management such secondary shares in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partysuch registration statement.

Qualified IPO. (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. 7.1 The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members Shareholders shall cooperate in good faith and use their reasonable best efforts endeavours to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO within three years from the date of this Agreement. 7.2 In the event that a proposed IPO (including a Qualified IPO) is aborted for any reason, and the parties have undertaken relevant structuring and other preparatory steps in respect of such IPO or Qualified IPO, each of the Company and the Members Shareholders shall use reasonable best efforts to consummate a Qualified IPO once such conditions take all necessary steps as are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from restore all the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month periodShareholders, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members Investors and the Company shall cooperate with each other to the position they enjoyed before the steps for such 1P0 or Qualified IPO were undertaken, including, inter alia, re-adopting the Company's Articles in the conduct form in place prior to any revisions made in connection with the IPO process and consummation of such Qualified IPOreversing any steps taken to convert the Convertible Redeemable Preference Shares. 7.3 The parties acknowledge that subject to compliance with all applicable laws, including providing access to regulations, the documents, records Listing Rules and senior management any requirement of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee Stock Exchange or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained hereinother applicable authorities, in the event of a Qualified IPO or IPO neither the Investors nor the Investor Director will give any representations, warranties, indemnities or undertakings other than in respect of the Investor's ownership of Equity Share Capital. 7.4 In an IPO, if the Company, after consultation with the underwriters, decides that the IPO shall include a sale of secondary shares in the Company, i.e., those Shares of the Company in existence prior to the IPO, the parties agree to act in good faith and to determine a ratio upon which the Shareholders and each Investor may sell their respective holdings in the Company, provided that the Investors agree that should they elect to sell any of their holdings pursuant to this Clause 7.4 they will not sell more than 2S% of the Conversion Shares then held and will agree that the remaining holding excluding any of its Escrow Shares will be subject to a lock-up of no more than 6 months. 7.5 For the purposes of this Agreement, a "QUALIFIED IPO" means an IPO Demand, on the Company shall cause Stock Exchange which occurs within the Board following periods with the corresponding minimum IPO Price or an IPO to appoint which any one of the Investors has otherwise consented expressly to as a Qualified IPO: IPO TUNING (NO. OF MONTHS AFTER THE COMPLETION DATE UP TO THE DATE OF ANY PROSPECTUS ISSUED IN CONNECTION WITH A LISTING) 0 - 6 6 - 12 12 - 18 18 - 24 THEREAFTER ----------------------------------------------- ----- ------ ------- ------- ---------- IPO Price as % of the IPO Committee one additional Director designated by the IPO Demanding Party.Conversion Price 100% 120% 135% 170% 200%

Qualified IPO. (a) As soon as practicable, but in any event within thirty (30) days after Subject to the Closingterms hereof, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which Demanding Party shall oversee the conduct undertaking and consummation of any initial public offering of the Company’s, any Alternative IPO Entity’s or Newco’s Equity Securities (including a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee and shall be empowered to appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPOthereof. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo)Company. The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPOany such initial public offering. (b) In connection At any time after the Closing, Investor Member shall (in reasonable consultation with AT&T Member) have the conduct right to direct the Company to undertake and consummation of consummate a Qualified IPO; provided, that, if Investor Member commences a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended including by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including taking any Affirmative Step with respect to such Qualified IPO, at any time between the financial statements date of this Agreement and other financial prior to the date that is 18 months following the date of this Agreement and other information required by AT&T Member reasonably expects that the rules and regulations terms of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the such Qualified IPO processwill not satisfy the AT&T Member Return Criteria, Investor Member shall not undertake or consummate such Qualified IPO without AT&T Member’s prior written consent. (c) If a Qualified IPO has not been consummated within twenty four (24or an IPO Demand has not been delivered with respect to a Qualified IPO, other than an IPO Demand subsequently withdrawn or abandoned) months following by the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each third anniversary of the MCK Members and Echo date of this Agreement, AT&T Member (in reasonable consultation with Investor Member) shall also have the right to cause Echo, direct the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct undertake and consummate a Qualified IPO; provided, that in connection with any such Qualified IPO initiated by AT&T Member, the aggregate Senior Preferred Unpaid Yield and Senior Preferred Unreturned Contribution in respect of all Senior Preferred Units held by Investor Member shall be reduced to zero (as a result of receiving distributions or other proceeds, whether in the form of cash or non-cash consideration), taking into account such Qualified IPO. (d) In order to exercise its rights pursuant to Section 9.1(a) to direct the Company to undertake and consummate a Qualified IPO in accordance with this Section 9.1, an Initial Member or both Initial Members (as applicable, the “IPO Demanding Party”) shall deliver a written notice to the Company and the other Initial Member (if applicable) to commence a Qualified IPO (an “IPO Demand”) notifying the Company and the other Initial Member (if applicable) of the IPO Demanding Party’s exercise of an IPO Demand in accordance with this Section 9.1(d). In the event that the other Initial Member provides an IPO Demand (to the extent permitted, in accordance with this Agreement) pursuant to this Section 9.1(d) within 15 Business Days of the delivery of an IPO Demand by an Initial Member, both Initial Members shall be considered the IPO Demanding Party for all purposes under this Agreement and shall reasonably cooperate to jointly control and direct the consummation of such Qualified IPO in accordance with the terms of this Agreement. Upon receipt of such IPO Demand, the Company shall cause its Representatives to commence bona fide active marketing efforts including launching a customary “road show” with respect to such Qualified IPO and shall thereafter effect a Qualified IPO as soon as practicable, but in any event within six months after receipt of the latest IPO Demand (or such longer period as may be required based on market conditions at the reasonable and good faith discretion of the IPO Demanding Party). (e) Upon receipt of an IPO Demand, (i) the Company shall take (and shall cause its Representatives to take) all reasonable and customary steps as requested or directed by the IPO Demanding Party to facilitate the expeditious completion of the Qualified IPO in accordance with this Section 9.1, including (A) finalizing the registration statement and/or other appropriate offering documents within 45 days of the receipt of the latest IPO Demand delivered and (B) making senior management available for customary “road shows” and similar marketing efforts in connection with such Qualified IPO, (ii) the Company and each of the Members shall reasonably cooperate with each other in the undertaking and consummation of such Qualified IPO, including providing reasonable access to the documents, records and senior management of the Company and (iii) the Members shall, and shall cause their Affiliates to, at the request of the IPO Demanding Party, take all reasonable and customary steps to facilitate the expeditious completion of such Qualified IPO in accordance with this Agreement (provided, that no Member shall be required or requested to take any actions or steps other than those being taken by the IPO Demanding Party), including (A) entering into underwriting agreements in customary form with one or more underwriters approved by the IPO Demanding Party; (B) entering into any other customary documents and instruments as are reasonably requested by such underwriter(s) in connection with the Qualified IPO, including the same customary lock-up or market stand-off agreements that the IPO Demanding Party is requested to enter into; (C) taking such customary steps to effect such Qualified IPO as may be reasonably requested by the IPO Demanding Party (which may include converting the Company into a legal entity form pursuant to and in accordance with Section 9.2); (D) voting such Member’s Units or other Equity Securities and using their reasonable best efforts to cause any Manager designated by such Member to approve the terms of any such Qualified IPO and such matters ancillary thereto as may be necessary and customary in connection with the foregoing; and (E) otherwise reasonably cooperating with the IPO Demanding Party, the Company and their respective Representatives with respect to the Qualified IPO. In addition, the IPO Demanding Party shall determine the exchange on which the applicable Equity Securities shall be listed for trading immediately following any such Qualified IPO; provided, that, without the prior written consent of the Initial Member that is not the IPO Demanding Party (if applicable), the exchange on which the applicable Equity Securities shall be listed shall be either NASDAQ or NYSE. (f) The cash proceeds of any Qualified IPO to which this Section 9.1 applies shall be distributed in accordance with Section 7.1(d), and AT&T Member and Investor Member shall form a new partnership, limited liability company or similar joint venture entity (or series of entities to the extent reasonably required to structure any such transaction in a tax-efficient manner) as mutually agreed by AT&T Member and Investor Member to hold the Equity Securities of the IPO Entity following such Qualified IPO (the “Post-QIPO Entity”), and in connection with the consummation of such Qualified IPO, AT&T Member and Investor Member shall receive preferred and/or common Equity Interests in the Post-QIPO Entity which securities preserve, as between AT&T Member and Investor Member, the rights (including distribution and other economic rights), privileges and voting powers, and limitations and restrictions of the Senior Preferred Units, the Junior Preferred Units, the Common Catch-Up Units, the AT&T TD Catch-Up Units, the Investor TD Catch-Up Units, and the Common Units (as applicable) as were held by AT&T Member and Investor Member, respectively, immediately prior to such Qualified IPO (excluding any such Equity Interests in the Company for which proceeds of cash have been applied in accordance with Section 7.1(d)). With respect to the Post-QIPO Entity, (i) the monetization or liquidation of the Equity Securities held by the Post-QIPO Entity shall be at the discretion (in reasonable consultation with the other Initial Member) of the Initial Member that would hold the most senior Equity Securities of the Company at the consummation of the Qualified IPO for which the Senior Preferred Unreturned Contribution, Junior Preferred Unreturned Contribution or Common Catch-up Unreturned Contribution, as applicable, exceeds zero following the application of cash proceeds in accordance with Section 7.1(d) or (ii) in the event that such most senior Equity Security in the Company held by each of the Initial Members is the same, the monetization or liquidation of the Equity Securities held by the Post-QIPO Entity shall require the mutual approval of both Initial Members. The Company and the Initial Members shall cooperate in good faith and shall use commercially reasonable efforts to effect the actions contemplated by this Section 9.1(f). (g) No Initial Member shall commence a Company Sale during an ongoing Qualified IPO process commenced by the other Initial Member pursuant to Section 9.1(d) without the mutual agreement (in accordance with Section 8.4(m)) of such other Initial Member. If an Initial Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Company Sale, then neither during the Company nor Echo shall conduct a Qualified IPO period from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified Company Sale, an IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case Demand may only be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to delivered by the other Initial Members Member with the mutual agreement (an “IPO Demand”in accordance with Section 8.4(m)) notifying the Company and the other Initial Members of the Initial Member that has delivered the Initial Offer Notice for a Company Sale. An IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand Party (whichor, in the case of a more than one IPO Demanding Party, upon the mutual consent thereof) can cause the Company to terminate an ongoing Qualified IPO process commenced pursuant to be consummated during Section 9.1(d) by such IPO Demanding Party at any time prior to the consummation thereof, in which case the Company shall pay all reasonable and documented third-party expenses incurred in connection with such Qualified IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the process and reimburse each Initial Period), Member for any such costs and expenses incurred by the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, Initial Member relating thereto prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partytime.

Qualified IPO. 11.1 The Board shall determine and consider in good faith if any Qualified IPO shall be implemented after three (3) years from the date of the Subscription Completion and shall, to the extent permitted under applicable laws and the Target Transaction Documents and not in violation of the fiduciary duties owed by any Director to the Company, use its reasonably best efforts to cause the Group to facilitate, approve and effect a Qualified IPO; provided that (i) before any action or decision is taken in respect of any Qualified IPO, the Board shall obtain the prior written consent of all Shareholders, and (ii) in no event shall any such Qualified IPO result in the Company ceasing to be, directly or indirectly, majority owned and Controlled by Li Ning and/or LionRock Capital. 11.2 If a Qualified IPO is determined to be implemented in accordance with Clause 11.1: (a) As soon the Directors shall be updated with reasonable details of the status of the proposed Qualified IPO at each subsequent Board meeting until such Qualified IPO has been completed; and (b) in respect of the proposed Qualified IPO, each party hereto agrees to take such action as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause reasonably be requested by the Board to create a special committee which shall include an equal number achieve such Qualified IPO including: (i) assisting with appointing appropriate advisers; (ii) assisting in the production, negotiation and execution of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly such documentation as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks is reasonably required to act as underwriters of effect the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by ; (iii) providing reasonable assistance to those advisers advising the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect or any Shareholder in relation to the Qualified IPO.; and (biv) In connection effecting any transfers, mergers, consolidations or restructurings or making any amendments to this Agreement or entering into an analogous agreement or agreements with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts respect to consummate the Qualified IPO one or more other persons as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended deemed by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO Board and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right necessary to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following facilitate such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. ‌ (a) As soon as practicable, but in any event within thirty (30) days after the Closing, The Promoter and the Company shall cause make best efforts to consummate an IPO involving all Investment Securities held by the Board Investors such that the lower end of the price band of the Investment Securities at which the IPO is proposed to create a special committee which shall include an equal number be consummated (i.e. the minimum floor price), is not less than 2x (two times) of MCK Directors and Echo Directors the Series F CCCPS Subscription Price (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation”), but in no event later than six within a period of 18 (6eighteen) months after Closing, from the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company Series F CCCPS Closing Date (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO.“Exit Period”).‌ (b) In connection consultation with the conduct Promoter, and consummation of a Qualified IPOthe Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in a timely manner to conduct the IPO and each of act as the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”book running lead manager(s), provided, that and also appoint intermediaries including underwriters and bankers for consummating the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO processIPO. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and Subject to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members provisions of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period)this Agreement, the Company terms and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation conditions of such Qualified IPOIPO including the price, including providing access size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the documentsQualified IPO in a timely manner. (d) The Promoter shall offer as many Investment Securities in the IPO as may be required, records and senior management under Law, to enable the listing of Investment Securities of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained hereinforegoing, in the event of an IPO Demandby way of an Offer of Existing Securities, the Investors shall have the right (but not the obligation) to offer their Investment Securities for sale in the IPO, in priority to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall cause the Board to appoint not refer to the IPO Committee one additional Director designated Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO Demanding Partyby offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.

Qualified IPO. (a) As soon as practicableNotwithstanding anything to the contrary herein, but in any event within thirty (30) days after subject to Section 5.1(b), from the Closingdate hereof, New Mountain shall have the Company shall cause sole right to initiate an Initial Public Offering on a recognized international stock exchange, and to determine the Board to create a special committee which timing, manner and all other terms and conditions of an Initial Public Offering, including whether such offering shall include an equal number a primary or secondary offering of MCK Directors securities (or both) and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation selection of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industryunderwriters, and to take any and all fees actions desirable and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort necessary in connection with respect to the Qualified IPOan Initial Public Offering. (b) Following the fifth anniversary of the date hereof, so long as BSPI continues to hold shares of Convertible Preferred, BSPI shall also have the right to initiate a Qualified IPO and to make the other determinations set forth in Section 5.1(a). (c) New Mountain and the Existing Stockholders will agree to lock-up restrictions and other limitations and obligations as are customary and any Stockholder who is a Key Employee shall, in connection with such Qualified IPO, agree to customary restrictions and other obligations imposed by the underwriters for such Qualified IPO; provided, that such restrictions shall not be more restrictive to such Stockholders than the restrictions to be imposed on BSPI and New Mountain. (d) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members Stockholders who continue to hold Equity Securities shall cooperate reasonably with each other and negotiate in good faith amendments to the provisions of Article 2 and use other appropriate provisions to be included in a new or revised stockholders’ agreement and/or other agreements to be entered into at such time. (e) In the event of a public offering of capital stock of a Subsidiary pursuant to an effective registration statement under the Securities Act, the Company shall distribute the capital stock of such Subsidiary (other than the shares issued in such offering) to the Stockholders, ratably based on their reasonable best efforts Common Stock ownership (determined on an As-Converted Basis as of the effective date of such offering) and shall provide registration rights to consummate the Stockholders with respect to such Subsidiary capital stock as contemplated by the Registration Rights Agreement. (f) Following the termination of the Board appointment rights after a Qualified IPO IPO, BSPI will continue to have the right to designate a director to the Board for so long as promptly BSPI holds at least 50% of the number of shares of Common Stock issued upon conversion of the Convertible Preferred that BSPI held as practicable, but in no event later than eighteen (18) months from of the Closing (“QIPO Deadline”)Date, provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members each Stockholder shall use reasonable best efforts take such actions as are necessary to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant cause BSPI’s designee to be elected to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO processBoard. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. 15.1.1 In the event the Investor fails to honour a Put Option, Macquarie Put Option or COC Put Option exercised by any of TTSL, TSL, MSIIPL, SMIT or IDFCPE III, and such failure is not immediately rectified by American Tower Corporation under the Shareholders Agreement Put Obligation Performance Guarantee, TTSL and TSL or any of MSIIPL, SMIT or IDFCPE III shall be entitled to cause the Investor and the Company to, and the Investor and the Company shall be obligated to, immediately undertake a Qualified IPO of the Company. The Qualified IPO shall be conducted and completed such that: (a) As soon as practicablethe Company shall bear and pay all expenses incurred in connection with a Qualified IPO on account of the Investor, including but not limited to all registration, filing and qualification fees, and printers, legal and accounting fees and disbursements, and the Investor shall be liable to immediately reimburse the Company for all such expenses incurred. Further, in the event any of the Continuing Shareholders are required to pay any amounts, or incur any expenses, in relation to the Qualified IPO, due to applicable Law or any reason whatsoever, the Investor or the Company shall reimburse the Continuing Shareholders for all such expenses incurred/ payments made in full; (b) all of the Equity Shares of the Company are duly listed and approved for trading on a Recognized Stock Exchange; (c) in connection with a Qualified IPO, each of TTSL and TSL and MSIIPL, SMIT and IDFCPE III shall be entitled to offer up to its entire Shareholding, first in priority over the Shareholding of the Investor, but in any event within thirty (30) days after proportion of their Shareholding as between themselves that is excluding the ClosingInvestor’s Shareholding, for sale as part of the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters offer for sale component of the Qualified IPO. The engagement ; (d) if required by TTSL and TSL and MSIIPL, SMIT and IDFCPE III, the Investor shall offer such number of its Shares in the Qualified IPO as may be required to undertake a Qualified IPO. 15.1.2 To the extent permissible under applicable Laws, the Investor undertakes and agrees that none of TTSL and TSL or MSIIPL, SMIT and IDFCPE III shall be named or deemed as a ‘promoter’ of the underwriters Company in the prospectus or any other documents related to a public offering or otherwise and nor shall any declaration be made to this effect. None of the obligations of the ‘promoters’ shall be on financial applicable to TTSL and other terms customary TSL or MSIIPL, SMIT and IDFCPE III and TTSL and TSL and MSIIPL, SMIT and IDFCPE III shall not be required to offer or make available their Shares for the purposes of any mandatory lock-in as applicable to ‘promoters’ under the SEBI Regulations. In the event any body or regulatory authority takes a view or draws an inference that any of TTSL and TSL or MSIIPL, SMIT and IDFCPE III is a promoter, the Investor shall cooperate to make such representations and make full disclosures to such body or authority as may be required to dispel or correct such inference or view. If any of TTSL and TSL or MSIIPL, SMIT and IDFCPE III is treated as a ‘promoter’ pursuant to any applicable Law and any minimum percentage of promoter Shareholding in the industryCompany is required to be locked-in, and the Investor shall offer or make available such number of Equity Shares held by it which would be sufficient to satisfy the aforesaid minimum lock-in requirement. Further, all fees and expenses such obligations relating to a ‘promoter’ shall be borne satisfied and met solely by the Company (other than underwriting discounts and commissions which shall be payable by Echo). Investor. 15.1.3 The Company agrees and acknowledges the Investor undertake to: (i) ensure compliance with all applicable Laws in relation to any Qualified IPO; and (ii) obtain all necessary consents and approvals required for a Qualified IPO. 15.1.4 In the event that it will be the indemnitor per Share price received by each of first resort with TTSL, TSL, MSIIPL, SMIT and IDFCPE III for the Shares sold by such Parties through the Qualified IPO is less than the Put Option Price, then the Investor shall pay to such Party an amount equal to such shortfall in respect to of each Share sold by such Party in the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. (a) As soon as practicable, but in any event within thirty (30) days after Notwithstanding anything herein to the Closingcontrary, the Company shall cause Board may determine at any time that the Board to create a special committee which shall include Company, an equal number Affiliate of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts a Member), or any of its Subsidiaries should engage in a Qualified IPO. In connection with any proposed Qualified IPO approved by the Board in accordance with this Agreement, subject to this Section 7.6, the Board shall use commercially reasonable efforts to use the structure commonly referred to as an umbrella partnership C corporation (“Up-C”) structure for Tax purposes under the Code, and commissions which shall be payable by Echo). The Company agrees and acknowledges that will take such other steps as it will be deems necessary or appropriate to create a new suitable IPO Issuer for the indemnitor express purpose of first resort with respect to the such a Qualified IPO. (b) In connection with any proposed Qualified IPO approved in accordance with this Agreement, subject to Section 7.6(g), the conduct and consummation Board shall have the power to cause the Company to effect a conversion of the Company into a Qualified IPO, corporation or other form of entity or to create a new holding company structure with respect to the Company and each its Subsidiaries including by way of conversion, merger, recapitalization or asset and liability transfer (the “IPO Conversion”), and in connection therewith to convert, exchange or redeem all or any portion of the Initial outstanding Membership Interests (the “Pre-IPO Subject Securities”) in accordance with this Section 7.6, for shares or other Equity Interests and other rights of the IPO Issuer (and/or IPO Newco) or of equity in an umbrella partnership redeemable or exchangeable for shares or equity of an Up-C IPO Issuer or IPO Newco with substantially equivalent economic, governance, priority and other rights and privileges of such Membership Interests as in effect immediately prior to the IPO Conversion (disregarding the tax treatment of the shares or other Equity Interests, options or rights received (the “Post-IPO Subject Securities”) upon such IPO Conversion. In connection with any such IPO Conversion, the number of Post-IPO Subject Securities to be issued to the Members with respect to the Pre-IPO Subject Securities shall cooperate be reasonably determined in good faith by the Board based upon (i) the Fair Market Value of the Company on the date of the IPO Conversion as reasonably determined by the Board in good faith and use their reasonable best efforts (ii) the resulting relative values of the Pre-IPO Subject Securities assuming the Company is wound up and dissolved and the net proceeds are distributed to the owners of Pre-IPO Subject Securities in accordance with Section 6.1 of this Agreement. If any such conversion, exchange or redemption is effected, each Member agrees to execute and deliver all agreements, instruments and documents as may be reasonably requested or required by the Board in order to consummate such IPO Conversion. In connection with the Qualified IPO as promptly as practicableConversion, but the Company shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer (or IPO Newco) or of equity in no event later than eighteen an umbrella partnership redeemable or exchangeable for shares or equity of an Up-C IPO Issuer or IPO Newco in one or a series of transactions (18) months from with the Closing (“QIPO Deadline”amount of Post-IPO Subject Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.6), providedand each holder of Membership Interests agrees to execute such agreements, that the QIPO Deadline instruments, certificates, filings or papers as may be extended by reasonably necessary to effectuate such a contribution and further grants the IPO Committee based Company a power-of-attorney in accordance with Section 13.4(b) to execute or cause to be executed on such holders’ behalf any and all such agreements, instruments, certificates, filings or papers. FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (c) Notwithstanding anything to the advice of contrary in this Agreement, at any time after the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation approval of a Qualified IPO in accordance with this Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Conversion subject to and in accordance with this Section 7.6 and to take all such other actions as are required or appropriate to facilitate the Qualified IPO, including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (including any Member). Subject to any limitations in this Section 7.6, if the Board determines to effect an IPO Conversion, each of the Members and the Company and shall (i) take such actions as may be reasonably requested by the Members shall use reasonable best efforts Board in connection with consummating the IPO Conversion, including (x) such actions as are required to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance transfer all or any portion of the QIPO Deadline issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (and unless extended pursuant to the preceding sentencewhich may include a Blocker Corporation), Echo (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer, and (z) executing customary lock-up agreements (which such lock-up agreements shall make have customary “carveouts” therefrom, including with respect to secondary sales in such Qualified IPO) and taking other actions that are customary for equityholders of a company which is to engage in an initial filing public offering of a registration statement on Form S-1 relating its Equity Interests and which are reasonably requested by the managing underwriters in order to expedite or facilitate the disposition of the Equity Interests of IPO Issuer (or IPO Newco) in connection with such Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement provided, that are reasonably no Member owning Series A Units shall be required to (i) appropriately respond to comments received take any actions not required from the SEC relating other Members owning Series A Units and no Member shall be locked up for a period or to such Registration Statement an extent greater than the lock-up applicable to any director or officer of the IPO Issuer (or IPO Newco)) and (ii) otherwise keep the Registration Statement current use commercially reasonable efforts to (including x) cooperate with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within in good faith so that the IPO Preference PeriodConversion is undertaken (A) in a tax-efficient manner for the Members and (B) subject to the differences in the classes of Units, in a manner that (1) affords the owners of the same class of Units substantially the same equivalent pro rata treatment with respect to their ownership of such class of Units and (2) is designed as nearly as practicable to substantially maintain the same relative economics and other material terms among Members, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that (y) if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK any Member or Echoits direct or indirect owners has a structure involving ownership of all or a portion of its interests in the Company, as the case may be directly or indirectly, through one or more single purpose entities (in either case, the a “IPO Demanding PartyBlocker Corporation”), at the request of such Member, merge any of its Blocker Corporations into the IPO Issuer in a tax-free reorganization, utilize a Blocker Corporation as the IPO Issuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock (for the avoidance of doubt, in exchange for consideration that is equivalent to what such Blocker Corporation would have directly or indirectly received for the Series A Units held directly or indirectly by such Blocker Corporation). Each Member shall be entitled, in its sole discretion, permitted to deliver implement any internal restructuring of any affiliated Blocker Corporation so that any Blocker Corporation becomes a written notice to the Company direct owner of Membership Interests and to facilitate the other Initial Members transaction described in subsection (an “IPO Demand”y) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such periodthis Section 7.6(c). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Qualified IPO. 15.1.1 In the event the Investor fails to honour a Put Option, Macquarie Put Option or COC Put Option exercised by any of TTSL, TSL, MSIIPL, SMIT or IDFCPE III, and such failure is not immediately rectified by American Tower Corporation under the Shareholders Agreement Put Obligation Performance Guarantee, TTSL -58- and TSL or any of MSIIPL, SMIT or IDFCPE III shall be entitled to cause the Investor and the Company to, and the Investor and the Company shall be obligated to, immediately undertake a Qualified IPO of the Company. The Qualified IPO shall be conducted and completed such that: (a) As soon as practicablethe Company shall bear and pay all expenses incurred in connection with a Qualified IPO on account of the Investor, including but not limited to all registration, filing and qualification fees, and printers, legal and accounting fees and disbursements, and the Investor shall be liable to immediately reimburse the Company for all such expenses incurred. Further, in the event any of the Continuing Shareholders are required to pay any amounts, or incur any expenses, in relation to the Qualified IPO, due to applicable Law or any reason whatsoever, the Investor or the Company shall reimburse the Continuing Shareholders for all such expenses incurred/ payments made in full; (b) all of the Equity Shares of the Company are duly listed and approved for trading on a Recognized Stock Exchange; (c) in connection with a Qualified IPO, each of TTSL and TSL and MSIIPL, SMIT and IDFCPE III shall be entitled to offer up to its entire Shareholding, first in priority over the Shareholding of the Investor, but in any event within thirty (30) days after proportion of their Shareholding as between themselves that is excluding the ClosingInvestor’s Shareholding, for sale as part of the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters offer for sale component of the Qualified IPO. The engagement ; (d) if required by TTSL and TSL and MSIIPL, SMIT and IDFCPE III, the Investor shall offer such number of its Shares in the Qualified IPO as may be required to undertake a Qualified IPO. 15.1.2 To the extent permissible under applicable Laws, the Investor undertakes and agrees that none of TTSL and TSL or MSIIPL, SMIT and IDFCPE III shall be named or deemed as a ‘promoter’ of the underwriters Company in the prospectus or any other documents related to a public offering or otherwise and nor shall any declaration be made to this effect. None of the obligations of the ‘promoters’ shall be on financial applicable to TTSL and other terms customary TSL or MSIIPL, SMIT and IDFCPE III and TTSL and TSL and MSIIPL, SMIT and IDFCPE III shall not be required to offer or make available their Shares for the purposes of any mandatory lock-in as applicable to ‘promoters’ under the SEBI Regulations. In the event any body or regulatory authority takes a view or draws an inference that any of TTSL and TSL or MSIIPL, SMIT and IDFCPE III is a promoter, the Investor shall cooperate to make such representations and make full disclosures to such body or authority as may be required to dispel or correct such inference or view. If any of TTSL and TSL or MSIIPL, SMIT and IDFCPE III is treated as a ‘promoter’ pursuant to any applicable Law and any minimum percentage of promoter Shareholding in the industryCompany is required to be locked-in, and the Investor shall offer or make available such number of Equity Shares held by it which would be sufficient to satisfy the aforesaid minimum lock-in requirement. Further, all fees and expenses such obligations relating to a ‘promoter’ shall be borne satisfied and met solely by the Company (other than underwriting discounts and commissions which shall be payable by Echo). Investor. 15.1.3 The Company agrees and acknowledges the Investor undertake to: (i) ensure compliance with all applicable Laws in relation to any Qualified IPO; and (ii) obtain all necessary consents and approvals required for a Qualified IPO. 15.1.4 In the event that it will be the indemnitor per Share price received by each of first resort with TTSL, TSL, MSIIPL, SMIT and IDFCPE III for the Shares sold by such Parties through the Qualified IPO is less than the Put Option Price, then the Investor shall pay to such Party an amount equal to such shortfall in respect to of each Share sold by such Party in the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. (ai) As soon In connection with a Qualified IPO (as practicabledefined in the Restated Shareholders Agreement) of JD Parent, but Tencent Parent agrees to provide reasonable cooperation to JD Parent in any event within thirty (30) days after connection with such Qualified IPO, including without limitation by providing all information regarding the ClosingTransferred Companies, the Company shall cause Transferred Assets, the Reorganization In Assets or Tencent Parent and its Subsidiaries and Affiliates requested by JD Parent (and as required under applicable U.S. securities laws) for the purpose of any filings with the SEC and any other financial information, including without limitation carve-out financial statements, information for pro forma financial statements, information required in converting any financial statements to US GAAP (such information, the “Tencent Information”), reasonable ongoing accounting assistance to JD Parent’s auditors in connection with the preparation of any financial statements and comfort letters, the ongoing reasonable assistance of Tencent Parent and Tencent Parent’s auditors in connection with such financial statement, any audit of financial statements and comfort letters and voting all of its JD Shares, and causing any director appointed to the Board of Directors of JD Parent to create a special committee which shall include an equal number vote (subject to such director’s fiduciary duties to JD Parent), in favor of MCK Directors and Echo Directors (all resolutions required for the “IPO Committee”) which shall oversee the conduct and consummation purposes of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to consummating the Qualified IPO. (bii) In Prior to making any filings with the SEC in connection with the conduct Qualified IPO that includes any Tencent Information, Tencent Parent and consummation its counsel shall be given a reasonable opportunity to review and comment on any such SEC filing before it is filed with the SEC (to the extent it has not already had the opportunity to previously comment on substantially similar presentation of a Qualified IPOsuch Tencent Information), the Company and each of the Initial Members JD Parent shall cooperate in give reasonable and good faith consideration to any comments made by Tencent Parent and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct its counsel. JD Parent shall provide Tencent Parent and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to counsel with (i) appropriately respond any comments or other communications, whether written or oral, that JD Parent or its counsel may receive from time to comments received time from the SEC relating or its staff with respect to the Tencent Information set forth in such Registration Statement SEC filing promptly after receipt of those comments or other communications and (ii) otherwise keep a reasonable opportunity to comment on JD Parent’s response to comments related to the Registration Statement current Tencent Information and to provide comments on any response (including to which reasonable and good faith consideration shall be given) with respect to the financial statements Tencent Information. Tencent Parent shall ensure that it acts efficiently and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision cooperatively with respect to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to commenting process under this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled5.04(a)(ii) and, in its sole discretion, to deliver particular in a written notice to manner that does not interfere with the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to timetable for the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

Qualified IPO. (a) As soon as practicableThe Members agree that the Company may be listed on a stock exchange in the PRC or elsewhere (including New York Stock Exchange, but in NASDAQ, Shanghai Stock Exchange, Shenzhen Stock Exchange, Hong Kong Stock Exchange or any event within thirty other stock exchange jointly acknowledged by all the Series B Investors) by means of IPO and the like; provided that, such IPO shall (30i) days after comply with all listing rules promulgated by the Closingcorresponding stock exchange; (ii) the Shares held by the Investors shall be registrable and transferable; (iii) calculated based on offering price, the pre-offering value of the Company shall cause be no less than RMB942.2 million; and (iv) such IPO has been approved all Investors (such IPO, a “Qualified IPO”). (b) Each Investor agrees, if so required by the Board managing underwriter(s), that it will enter into a lock-up agreement with the managing underwriter(s) for the Company’s Qualified IPO containing terms and conditions customary for such agreements, which may include a lock-up period of 180 days or longer as required by the managing underwriter(s); provided that any lock-up period longer than 180 days shall be subject to create a special committee which the approval of such Investor. (c) The Founders and Founder Entities shall include an equal number of MCK Directors use best efforts to, and Echo Directors other Parties shall cooperate with the Founders and Founder Entities (including but not limited to revising or amending this Agreement or any arrangement herein) to, comply with applicable Laws promulgated by the “IPO Committee”) which shall oversee relevant stock exchange so that the conduct and consummation of Company could consummate a Qualified IPOIPO prior to September 30, 2024. As promptly as practicable after its formationNotwithstanding the forgoing, but if any right of the Investor is in no event later than six contravention of the applicable listing rules, such right shall be terminated upon the date required by applicable listing rules (6unless otherwise provided herein); provided that (i) months after Closing, such right shall automatically revive upon the withdrawal or rejection of the IPO Committee application for any reason as if such right has never been terminated or waived; and (ii) such termination shall appoint one be subject to the prior consent of an Investor if it will have a material adverse effect on such Investor, provided that such Investor shall not withhold the consent if such revision or more nationally recognized investment banks amendment does not change the commercial terms or intentions of the Parties under this Agreement and is mandatorily required by the applicable listing rules (which has been proved by sufficient evidence provided by the Company). (d) If a Qualified IPO does not occur on or prior to act as underwriters September 30, 2024 and for so long any Investor still holds some Shares in the Company at that time, such Investor shall have the right but not the obligation to: (i) demand an IPO of the Company; and (ii) lead and carry out the IPO process together with other shareholders of the Company. (e) All fees and expenses incurred in connection with the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all including but not limited to fees and expenses for underwriting and offering, shall be borne by the Company (other than underwriting discounts and Company. All commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In in connection with the conduct and consummation sale of a Qualified IPO, the Company and each Shares of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested be borne by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partyrelevant Members.

Qualified IPO. (a) As soon as practicable, but in any In the event within thirty (30) days after the Closing, the Company shall cause the Board expects to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one secure or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance firm commitment underwritten initial public offering of the QIPO Deadline (and unless extended securities pursuant to the preceding sentence)Securities Act of 1933, Echo shall make an initial filing of as amended (the "Securities Act") for listing on a United States national securities exchange pursuant to a registration statement filed on Form S-1 relating to (as defined in the Qualified IPO (the “Registration Statement”Securities Act) on or prior to at least twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments after the date hereof, which results in gross proceeds to the Registration Statement that are reasonably required to Company of at least $30,000,000 (iexcluding the Schering Investment) appropriately respond to comments received from (the SEC relating to such Registration Statement "Qualified IPO"), and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by extent permissible under the federal securities laws, the rules and regulations of the SEC National Association of Securities Dealers, Inc. (the "NASD"), and all other applicable laws, rules and regulations, the Company hereby agrees that in connection with the Qualified IPO, the Company shall give Schering written notice thereof at least 30 days prior to be included therein). Echo and each the expected filing of the parties agree they will reasonably consultinitial registration statement of such Qualified IPO and indicate whether it elects to pursue the Schering Investment. Upon any such election by the Company, and keep each other reasonably informed, and that each party will have the Company shall use its best efforts to cause the managing underwriter or underwriters (the "Underwriters") for such Qualified IPO to offer directly to Schering as part of the Qualified IPO the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each purchase $10,000,000 of the MCK Members and Echo shall have the right Company's securities to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally be sold in the Qualified IPO process.(the "IPO Securities"), and Schering shall be obligated to purchase such IPO Securities. In the event that the initial filing of the registration statement for the Qualified IPO is filed within twelve (12) months of the date hereof, Schering shall be entitled to purchase such securities in a simultaneous private placement with the Qualified IPO. If issued as part of the Qualified IPO, the IPO Securities shall be offered to Schering at the same price and on the same terms and conditions applicable to the other participants in the Qualified IPO and shall be further subject to the following: (ca) If Schering agrees that if the Underwriters determine in their sole discretion that in order to not jeopardize the success of the Qualified IPO, the IPO Securities must be subject to a "lock-up" agreement, Schering shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the IPO Securities without the prior written consent of the Underwriters for no more than the number of days from the effective date of the Qualified IPO has not been consummated within twenty four (24specified in Section 1.13(a) months following the Closing (such 24-month periodof that certain Amended and Restated Investors' Rights Agreement dated as of June 13, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, 2006 between the Company and the other Members parties thereto and shall execute an agreement reflecting the foregoing as may be requested by the Underwriters (the "Lock-up Agreement"), provided that Schering (i) shall not be subject to conduct the foregoing obligations unless the executive officers and consummate a directors of the Company and all holders of at least one percent (1%) of the Company's securities are subject to the same obligations under the Lock-up Agreement and (ii) shall be relieved of such obligations to the same extent that the Company releases any executive officer or director of the Company or any holder of at least one percent (1%) of the Company's securities from such obligations or otherwise waives its rights with rights with respect thereto; (b) If the Underwriters determine in their sole discretion that Schering's purchase of IPO Securities in the amount specified in this Section 2 is not compatible with the success of the Qualified IPO within IPO, then the IPO Preference Period, and thereafter the MCK Members shall have Underwriters may offer Schering the right to conduct a Qualified MCK Exit within purchase and Schering shall purchase only that number of IPO Securities (if any) that the MCK Exit Window following such Underwriters determine in their sole discretion will not jeopardize the success of the Qualified IPO. Following , the purchase of which shall fully discharge Schering's obligations with respect to the Schering Investment even if the aggregate value of the IPO Preference PeriodSecurities offered to, each and purchased by Schering is less than $10,000,000; (c) The Company shall be relieved of any obligations under this Section 2 if (i) regulatory authorities object to the MCK Members provisions of this Section 2 after discussion and Echo shall have the right to cause negotiation with the Company and the other Members to conduct and consummate a Qualified IPO; providedits legal counsel, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither (ii) regulatory authorities allow the Company nor Echo shall conduct a to fulfill its obligations under this Section 2 only on the condition that rescission rights or other extraordinary liability will be assumed by the Company or the Underwriters, or (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO for an unreasonable period of time beyond delays caused by other comments from regulatory authorities; and (d) The foregoing provisions are not intended to be, and shall not be construed as, an offer by the date Company or the Underwriters to sell or a solicitation of delivery an offer to buy the IPO Securities. Any such offer will be made pursuant to applicable requirements of the Initial Offer Notice through federal securities laws, the Marketing Period relating to such Drag-Along Sale without the consent rules and regulations of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c)NASD, the MCK Member or Echoand all other applicable laws, rules and regulations, as well as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members provisions of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Partythis letter agreement.