Common use of Right of Disposal Clause in Contracts

Right of Disposal. 16.1 FSL may without notice to the Customer, in such manner as FSL sees fit, sell or realise any or all Securities or other property held in the Account, cancel any open orders for the purchase or sale of Securities or other property or realise any collateral deposited with FSL at any time if upon the occurrence of any of the following: (a) failure by the Customer to deliver scrip or to pay for Securities purchased; (b) failure by the Customer to pay FSL any amounts due or owing, on demand or to comply with any other of the Customer's obligations under this Agreement; (c) failure to pay any Debts under Clause 30 within two Business Days of demand; (d) breach by the Customer of any by-law, rule or regulation of the Exchange or any other stock exchange on which FSL conducts dealings on the Customer's behalf at that time; (e) bankruptcy or winding-up petition is presented against the Customer or a receiver appointed over the Customer's property or business or the Customer makes any arrangement or composition with the Customer's creditors generally; or (f) any consent, authorisation or board resolution required of the Customer to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect. 16.2 Unless otherwise agreed, when FSL has executed a purchase or sale Transaction on the Customer's behalf, the Customer agrees that the Customer will by the due settlement date pay FSL against delivery of or credit to the Account for purchased Securities, or make good delivery of sold Securities to FSL against payment, as the case may be. Unless otherwise agreed, should the Customer fail to make such payment or delivery of Securities by the due date as mentioned above, FSL may in its absolute discretion and for the purpose of satisfying the Customer's obligations to FSL: - (a) in the case of a purchase Transaction, transfer or sell such purchased Securities; and (b) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction. 16.3 The Customer acknowledges and agrees that the Customer will be responsible to FSL for any losses, costs, fees and expenses resulting from the Customer's settlement failure. 16.4 If FSL exercises the above rights in this Clause 16, any sales proceeds may be applied: (a) first, in payment of all FSL's costs and expenses in connection therewith; (b) second, in settlement of any liabilities the Customer may have to FSL; and (c) third, the balance (if any) shall be returned to the Customer. If such proceeds are insufficient to meet such liabilities, the Customer shall on demand (notwithstanding that the payment date or other date originally stipulated for settlement may not then have arrived) pay FSL and indemnify and hold FSL harmless against any shortfall arising therefrom or in the Account together with interest thereon and all professional costs and expenses (including legal and other professional advisers fees) incurred by FSL in connection therewith.

Right of Disposal. 16.1 FSL may without notice 4.8.1 Unless otherwise agreed herein, during the period when an investor holds any equity interests in the Company, the investor shall have the right to transfer in its own discretion all or part of its equity interests in the Company at any time; the Company and other shareholders shall give consent to the Customerinvestor’s transfer of its equity interests if such consent is required by law; other shareholders hereby agree and represent that by signing this Agreement, they hereby give the investor in such manner as FSL sees fitadvance any form of consent or exemption required by law for equity transfer, sell and further agree that they are under an obligation to sign the relevant legal documents at the request of the investor to exempt or realise eliminate any or all Securities or other property held restrictions that the investor may be subject to when selling its equity interests in the AccountCompany, cancel any open orders for provided that the Founding Shareholders may exercise the right of first refusal to purchase or sale of Securities or other property or realise any collateral deposited with FSL at any time such equity interests on the same conditions. Notwithstanding the foregoing, if upon the occurrence of investor transfers its equity interests to any of its Affiliates, the following:Founding Shareholders shall not be entitled to the right of first refusal. The Founding Shareholders shall sign all legal documents related to such equity transfer within thirty (30) days after receiving a written notice from the investor, and pay the equity transfer price to the investor in full. Any Founding Shareholders who fail to complete such purchase within the said period shall be deemed to have waived the right of first refusal with respect to such transfer. (a) failure 4.8.2 Notwithstanding the foregoing, unless otherwise agreed by the Customer to deliver scrip or to pay for Securities purchased; (b) failure by the Customer to pay FSL any amounts due or owingCompany’s shareholders’ meeting, on demand or to comply with any other no shareholder of the Customer's obligations under this Agreement; Company may transfer its equity interests in the Company to entities whose principal business is the same as the Group’s Principal Business (ci.e. insurance brokerage, Internet insurance brokerage and other insurance businesses) failure to pay any Debts under Clause 30 within two Business Days of demand; or which directly compete with the Group (d) breach by the Customer of any by-law, rule or regulation “Competitors of the Exchange or Company”). Within six (6) months after the Closing of this Capital Increase, the Company’s board of directors shall pass a resolution to approve (which shall include the approval of the Investor Directors) of the list of Competitors of the Company, which list may be updated regularly with the approval (which shall include the approval of the Investor Directors) of the Company’s board of directors; if any other stock exchange on which FSL conducts dealings shareholder of the Company proposes to transfer its equity interests in the Company to a Competitor of the Company with the approval of the Company’s shareholders’ meeting, the Founding Shareholder shall have the right of first refusal to purchase such equity interests on the Customer's behalf at that time; (e) bankruptcy or winding-up petition is presented against the Customer or a receiver appointed over the Customer's property or business or the Customer makes any arrangement or composition with the Customer's creditors generally; or (f) any consent, authorisation or board resolution required of the Customer to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effectsame conditions. 16.2 Unless otherwise agreed, when FSL has executed a purchase or sale Transaction on the Customer's behalf, the Customer agrees that the Customer will by the due settlement date pay FSL against delivery of or credit to the Account for purchased Securities, or make good delivery of sold Securities to FSL against payment, as the case may be. Unless otherwise agreed, should the Customer fail to make such payment or delivery of Securities by the due date as mentioned above, FSL may in its absolute discretion and for the purpose of satisfying the Customer's obligations to FSL: - (a) in the case of a purchase Transaction, transfer or sell such purchased Securities; and (b) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction. 16.3 The Customer acknowledges and agrees that the Customer will be responsible to FSL for any losses, costs, fees and expenses resulting from the Customer's settlement failure. 16.4 If FSL exercises the above rights in this Clause 16, any sales proceeds may be applied: (a) first, in payment of all FSL's costs and expenses in connection therewith; (b) second, in settlement of any liabilities the Customer may have to FSL; and (c) third, the balance (if any) shall be returned to the Customer. If such proceeds are insufficient to meet such liabilities, the Customer shall on demand (notwithstanding that the payment date or other date originally stipulated for settlement may not then have arrived) pay FSL and indemnify and hold FSL harmless against any shortfall arising therefrom or in the Account together with interest thereon and all professional costs and expenses (including legal and other professional advisers fees) incurred by FSL in connection therewith.

Right of Disposal. 16.1 FSL MSL may without notice to the Customer, in such manner as FSL MSL sees fit, sell or realise any or all Securities or other property held in the Account, cancel any open orders for the purchase or sale of Securities or other property or realise any collateral deposited with FSL MSL at any time if upon the occurrence of any of the following: (a) failure by the Customer to deliver scrip or to pay for Securities purchased; (b) failure by the Customer to pay FSL MSL any amounts due or owing, on demand or to comply with any other of the Customer's ’s obligations under this Agreement; (c) failure to pay any Debts under Clause 30 within two Business Days of demand; (d) breach by the Customer of any by-law, rule or regulation of the Exchange or any other stock exchange on which FSL MSL conducts dealings on the Customer's ’s behalf at that time; (e) bankruptcy or winding-up petition is presented against the Customer or a receiver appointed over the Customer's ’s property or business or the Customer makes any arrangement or composition with the Customer's ’s creditors generally; or (f) any consent, authorisation or board resolution required of the Customer to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect. 16.2 Unless otherwise agreed, when FSL MSL has executed a purchase or sale Transaction on the Customer's ’s behalf, the Customer agrees that the Customer will by the due settlement date pay FSL MSL against delivery of or credit to the Account for purchased Securities, or make good delivery of sold Securities to FSL MSL against payment, as the case may be. Unless otherwise agreed, should the Customer fail to make such payment or delivery of Securities by the due date as mentioned above, FSL MSL may in its absolute discretion and for the purpose of satisfying the Customer's ’s obligations to FSLMSL: - (a) in the case of a purchase Transaction, transfer or sell such purchased Securities; and (b) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction. 16.3 The Customer acknowledges and agrees that the Customer will be responsible to FSL MSL for any losses, costs, fees and expenses resulting from the Customer's ’s settlement failure. 16.4 If FSL MSL exercises the above rights in this Clause 16, any sales proceeds may be applied: (a) first, in payment of all FSL's MSL’s costs and expenses in connection therewith; (b) second, in settlement of any liabilities the Customer may have to FSLMSL; and (c) third, the balance (if any) shall be returned to the Customer. If such proceeds are insufficient to meet such liabilities, the Customer shall on demand (notwithstanding that the payment date or other date originally stipulated for settlement may not then have arrived) pay FSL MSL and indemnify and hold FSL MSL harmless against any shortfall 9 arising therefrom or in the Account together with interest thereon and all professional costs and expenses (including legal and other professional advisers fees) incurred by FSL MSL in connection therewith.

Right of Disposal. 16.1 FSL MSL may without notice to the Customer, in such manner as FSL MSL sees fit, sell or realise any or all Securities or other property held in the Account, cancel any open orders for the purchase or sale of Securities or other property or realise any collateral deposited with FSL MSL at any time if upon the occurrence of any of the following: (a) failure by the Customer to deliver scrip or to pay for Securities purchased; (b) failure by the Customer to pay FSL MSL any amounts due or owing, on demand or to comply with any other of the Customer's ’s obligations 10 under this Agreement; (c) failure to pay any Debts under Clause 30 within two Business Days of demand; (d) breach by the Customer of any by-law, rule or regulation of the Exchange or any other stock exchange on which FSL MSL conducts dealings on the Customer's ’s behalf at that time; (e) bankruptcy or winding-up petition is presented against the Customer or a receiver appointed over the Customer's ’s property or business or the Customer makes any arrangement or composition with the Customer's ’s creditors generally; or (f) any consent, authorisation authorization or board resolution required of the Customer to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect. 16.2 Unless otherwise agreed, when FSL MSL has executed a purchase or sale Transaction on the Customer's ’s behalf, the Customer agrees that the Customer will by the due settlement date pay FSL MSL against delivery of or credit to the Account for purchased Securities, or make good delivery of sold Securities to FSL MSL against payment, as the case may be. Unless otherwise agreed, should the Customer fail to make such payment or delivery of Securities by the due date as mentioned above, FSL MSL may in its absolute discretion and for the purpose of satisfying the Customer's ’s obligations to FSLMSL: - (a) in the case of a purchase Transaction, transfer or sell such purchased Securities; and (b) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction. 16.3 The Customer acknowledges and agrees that the Customer will be responsible to FSL MSL for any losses, costs, fees and expenses resulting from the Customer's ’s settlement failure. 16.4 If FSL MSL exercises the above rights in this Clause 16, any sales proceeds may be applied: (a) first, in payment of all FSL's MSL’s costs and expenses in connection therewith; (b) second, in settlement of any liabilities the Customer may have to FSLMSL; and (c) third, the balance (if any) shall be returned to the Customer. If such proceeds are insufficient to meet such liabilities, the Customer shall on demand (notwithstanding that the payment date or other date originally stipulated for settlement may not then have arrived) pay FSL MSL and indemnify and hold FSL MSL harmless against any shortfall arising therefrom or in the Account together with interest thereon and all professional costs and expenses (including legal and other professional advisers fees) incurred by FSL MSL in connection therewith.

Right of Disposal. 16.1 FSL MSL may without notice to the Customer, in such manner as FSL MSL sees fit, sell or realise any or all Securities or other property held in the Account, cancel any open orders for the purchase or sale of Securities or other property or realise any collateral deposited with FSL MSL at any time if upon the occurrence of any of the following: (a) failure by the Customer to deliver scrip or to pay for Securities purchased; (b) failure by the Customer to pay FSL MSL any amounts due or owing, on demand or to comply with any other of the Customer's ’s obligations under this Agreement; (c) failure to pay any Debts under Clause 30 within two Business Days of demand;; 10 (d) breach by the Customer of any by-law, rule or regulation of the Exchange or any other stock exchange on which FSL MSL conducts dealings on the Customer's ’s behalf at that time; (e) bankruptcy or winding-up petition is presented against the Customer or a receiver appointed over the Customer's ’s property or business or the Customer makes any arrangement or composition with the Customer's ’s creditors generally; or (f) any consent, authorisation authorization or board resolution required of the Customer to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect. 16.2 Unless otherwise agreed, when FSL MSL has executed a purchase or sale Transaction on the Customer's ’s behalf, the Customer agrees that the Customer will by the due settlement date pay FSL MSL against delivery of or credit to the Account for purchased Securities, or make good delivery of sold Securities to FSL MSL against payment, as the case may be. Unless otherwise agreed, should the Customer fail to make such payment or delivery of Securities by the due date as mentioned above, FSL MSL may in its absolute discretion and for the purpose of satisfying the Customer's ’s obligations to FSLMSL: - (a) in the case of a purchase Transaction, transfer or sell such purchased Securities; and (b) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction. 16.3 The Customer acknowledges and agrees that the Customer will be responsible to FSL MSL for any losses, costs, fees and expenses resulting from the Customer's ’s settlement failure. 16.4 If FSL MSL exercises the above rights in this Clause 16, any sales proceeds may be applied: (a) first, in payment of all FSL's MSL’s costs and expenses in connection therewith; (b) second, in settlement of any liabilities the Customer may have to FSLMSL; and (c) third, the balance (if any) shall be returned to the Customer. If such proceeds are insufficient to meet such liabilities, the Customer shall on demand (notwithstanding that the payment date or other date originally stipulated for settlement may not then have arrived) pay FSL MSL and indemnify and hold FSL MSL harmless against any shortfall arising therefrom or in the Account together with interest thereon and all professional costs and expenses (including legal and other professional advisers fees) incurred by FSL MSL in connection therewith.