Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely for the purpose of funding the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each Sponsor may effect the funding of its Equity Commitment directly or indirectly through one or more Affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such Sponsor. No Sponsor will be under any obligation under any circumstances to contribute more than the amount of its Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal to the Aggregate Commitment in order to consummate the Merger, the amount of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $233,400,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $300,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, terms of this letter agreement. The Sponsor acknowledges that each of (i) the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and (ii) the respective amounts of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters may be adjusted by Dr. ▇▇ ▇▇ (the “Chairman”) in his sole discretion pursuant to that certain ▇▇▇▇▇▇▇ and Restated Consortium Agreement by and among the Chairman, the Sponsor and Other Sponsors dated as of July 2, 2015 (the “Consortium Agreement”); provided that (i) such adjustment shall be reduced by Parent made on a pro rata basisor prior to twelve (12) Business Days before the Closing, (ii) the Equity Commitment in no event shall exceed $300,000,000, and (iii) the aggregate amount of the Equity Commitment and the equity commitments of the Other Sponsors to be funded under the level sufficient forOther Sponsor Equity Commitment Letters, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including, without limitation, the Debt Financing) and the Available Cash, shall be sufficient for Parent and Merger Sub to consummate the transactions contemplated by fund the Merger Agreement Consideration and pay all related fees and expenses incurred or such other amounts required to be paid by Parent or Merger Sub under pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$100,826,591.55 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $375,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$50,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $150,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $200,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $116,145,527 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate Merger consideration extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to consummate a Parent Termination Fee under the Merger, and all other amounts constituting the Exchange Fund Limited Guarantee) pursuant to, to and in accordance with, with the Merger Amalgamation Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, and the aggregate amount of liability of the Sponsors, collectively, Sponsor under this letter agreement shall not at no time exceed the Aggregate Commitmentaggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Amalgamation Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreementagreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointlyThe Sponsor hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the closing of the Merger (the “Closing”), to he shall purchase, or to shall cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing for an aggregate cash purchase price for such purchase in immediately available funds equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, $19,545,858 subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s below (the “Equity Commitment”), which will be used by Parent solely for the purpose of funding funding, to the extent necessary to fund, a portion of the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment specified under Section 1(a) to Parent, Parent and/or Merger Sub or any other PersonSub. In the event Parent does not require an the amount equal to of the Aggregate Equity Commitment specified under Section 1(a) in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basisParent, to the level sufficient forto, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and to pay all related fees and expenses incurred or required expenses. (c) Prior to the mailing of the Proxy Statement to the Company’s shareholders in accordance with the Merger Agreement, the Sponsor will provide evidence to the Independent Committee’s reasonable satisfaction that the Sponsor has caused the amount of the Equity Commitment to be paid by deposited into a bank account located outside the PRC at a bank that is reasonably satisfactory to the Independent Committee, which amount will remain deposited in such account (and invested in short term U.S. Treasury securities or money market funds whose portfolio is composed of U.S. Treasury securities) until immediately prior to the closing of the Merger and shall be used solely to fund the Sponsor’s purchase of ordinary shares of Parent or immediately prior to the closing of the Merger Sub under in accordance with the provisions of this letter agreement and the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$73,910,186.10 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$11,842,221.88 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$504,506.39 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$51,333,525.16 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $425,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$227,011,112.00 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $45,412,428 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate Merger consideration extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to consummate a Parent Termination Fee under the Merger, and all other amounts constituting the Exchange Fund Limited Guarantee) pursuant to, to and in accordance with, with the Merger Amalgamation Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, and the aggregate amount of liability of the Sponsors, collectively, Sponsor under this letter agreement shall not at no time exceed the Aggregate Commitmentaggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Amalgamation Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreementagreement.

Equity Commitment. (a) This letter agreement confirms The Sponsor hereby commits and agrees, at or prior to the commitment of each SponsorEffective Time, severally on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, of equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, paid to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to $375,000,000.00 (the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely shall use for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that the Sponsor (itogether with its permitted assigns) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Parent and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed Equity Commitment (the Aggregate Commitment“Cap”). (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who person that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s this letter agreement. The Equity Commitment to be funded under this letter agreement shall may be reduced in a manner determined in accordance with that certain interim investors agreement, dated as of the date hereof, entered into by Parent on a pro rata basisand among M▇. ▇▇▇▇▇ ▇▇▇, to the level sufficient forInternet Opportunity Fund LP, in combination with any other financing arrangements that may be contemplated by the Merger AgreementPolarite Gem Holdings Group Ltd, General Atlantic Singapore 58TP Pte. Ltd., Ocean Magical Site Limited, Parent and Merger Sub (the “Interim Investors Agreement”) in the event that Parent does not require all of the equity financing with respect to which the Sponsor has made the Equity Commitment in order for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to Agreement; provided that in no event may the Equity Commitment be paid reduced in a manner that would adversely affect the consummation of the transactions contemplated by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $400,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, terms of this letter agreement. The Sponsor acknowledges that each of (i) the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and (ii) the respective amounts of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters may be adjusted by Dr. ▇▇ ▇▇ (the “Chairman”) in his sole discretion pursuant to that certain ▇▇▇▇▇▇▇ and Restated Consortium Agreement by and among the Chairman, the Sponsor and Other Sponsors dated as of July 2, 2015 (the “Consortium Agreement”); provided that (i) such adjustment shall be reduced by Parent made on a pro rata basisor prior to twelve (12) Business Days before the Closing, (ii) the Equity Commitment in no event shall exceed $400,000,000, and (iii) the aggregate amount of the Equity Commitment and the equity commitments of the Other Sponsors to be funded under the level sufficient forOther Sponsor Equity Commitment Letters, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including, without limitation, the Debt Financing) and the Available Cash, shall be sufficient for Parent and Merger Sub to consummate the transactions contemplated by fund the Merger Agreement Consideration and pay all related fees and expenses incurred or such other amounts required to be paid by Parent or Merger Sub under pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $6,270,912 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate Merger consideration extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to consummate a Parent Termination Fee under the Merger, and all other amounts constituting the Exchange Fund Limited Guarantee) pursuant to, to and in accordance with, with the Merger Amalgamation Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, and the aggregate amount of liability of the Sponsors, collectively, Sponsor under this letter agreement shall not at no time exceed the Aggregate Commitmentaggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Amalgamation Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreementagreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally and not jointlyat or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to $12,500,000 (the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely for to (i) fund (or cause to be funded through Parent or Merger Sub), to the purpose of funding extent necessary to fund, the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with and (ii) pay (or cause to be paid through the Parent or Merger Sub) related fees and expensesexpenses pursuant to the Merger Agreement; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Parent and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed Equity Commitment (the Aggregate Commitment“Cap”). (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries or Affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Parent does not require an amount equal to the Aggregate sum of the Equity Commitment in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms The Sponsor hereby commits and agrees, at or prior to the commitment of each SponsorEffective Time, severally on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, of equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, paid to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to $625,000,000 (the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Initial Equity Commitment”), which will be used by Parent solely shall use for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Initial Equity Commitment will automatically be increased upon an election by the Sponsor shall, under any circumstances, be obligated or an Affiliate of the Sponsor which is a Rollover Shareholder not to contribute more than to Parent some or all of its Rollover Shares pursuant to the Support Agreement, in an amount equal to the product of (a) the number of ADSs subject to such election and (b) the Per ADS Merger Consideration (the Initial Equity Commitment Commitment, as adjusted pursuant to Parentthis Section 1(a), and the Sponsors“Equity Commitment”); provided, collectivelyfurther, that the Sponsor (together with its permitted assigns) shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Parent and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed Equity Commitment (the Aggregate Commitment“Cap”). (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who person that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s this letter agreement. The Equity Commitment to be funded under this letter agreement shall may be reduced in a manner determined in accordance with that certain interim investors agreement, dated as of the date hereof, entered into by Parent on a pro rata basisand among ▇▇. ▇▇▇▇▇ ▇▇▇, to the level sufficient forInternet Opportunity Fund LP, in combination with any other financing arrangements that may be contemplated by the Merger AgreementPolarite Gem Holdings Group Ltd, General Atlantic Singapore 58TP Pte. Ltd., Ocean Magical Site Limited, Parent and Merger Sub (the “Interim Investors Agreement”) in the event that Parent does not require all of the equity financing with respect to which the Sponsor has made the Equity Commitment in order for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to Agreement; provided that in no event may the Equity Commitment be paid reduced in a manner that would adversely affect the consummation of the transactions contemplated by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $475,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsor under the Other Sponsor Equity Commitment Letter in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of the Other Sponsor to be funded under the Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$135,593,633.50 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Holdco on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the Transactions; provided, however, that in the event that the parties’ dispute with respect to their rights and obligations in respect of the GS ROFO Purchase (as defined in the Contribution and Support Agreement) is resolved and the GS ROFO Purchase is consummated and each Sponsor’s GS Holdco (as defined in the Contribution and Support Agreement) acquired by ▇▇▇▇▇▇▇▇ executes an adherence agreement to the Contribution and Support Agreement as contemplated by Section 3.3 of the Contribution and Support Agreement, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, an amount equal to (i) the number of Class B Shares owned by such GS Holdcos that are to be contributed to Holdco in connection with the Transactions pursuant to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent Contribution and Merger Sub to consummate the transactions contemplated by the Merger Support Agreement and pay all related fees and expenses incurred or required to be paid such adherence agreement thereto, multiplied by Parent or (ii) the Per Share Merger Sub under the Merger AgreementConsideration.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$135,593,633.50 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Holdco on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the Transactions; provided, however, that in the event that the parties’ dispute with respect to their rights and obligations in respect of the GS ROFO Purchase (as defined in the Contribution and Support Agreement) is resolved and the GS ROFO Purchase is consummated and each Sponsor’s GS Holdco (as defined in the Contribution and Support Agreement) acquired by C▇▇▇▇▇▇▇ executes an adherence agreement to the Contribution and Support Agreement as contemplated by Section 3.3 of the Contribution and Support Agreement, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, an amount equal to (i) the number of Class B Shares owned by such GS Holdcos that are to be contributed to Holdco in connection with the Transactions pursuant to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent Contribution and Merger Sub to consummate the transactions contemplated by the Merger Support Agreement and pay all related fees and expenses incurred or required to be paid such adherence agreement thereto, multiplied by Parent or (ii) the Per Share Merger Sub under the Merger AgreementConsideration.

Equity Commitment. (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointlyThe Sponsor hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the closing of the Merger (the “Closing“ Closing ”), to he shall purchase, or to shall cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing for an aggregate cash purchase price for such purchase in immediately available funds equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, $19,545,858 subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “below (the “ Equity CommitmentCommitment ”), which will be used by Parent solely for the purpose of funding funding, to the extent necessary to fund, a portion of the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment specified under Section 1(a) to Parent, Parent and/or Merger Sub or any other PersonSub. In the event Parent does not require an the amount equal to of the Aggregate Equity Commitment specified under Section 1(a) in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basisParent, to the level sufficient forto, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and to pay all related fees and expenses incurred or required expenses. (c) Prior to the mailing of the Proxy Statement to the Company’s shareholders in accordance with the Merger Agreement, the Sponsor will provide evidence to the Independent Committee’s reasonable satisfaction that the Sponsor has caused the amount of the Equity Commitment to be paid by deposited into a bank account located outside the PRC at a bank that is reasonably satisfactory to the Independent Committee, which amount will remain deposited in such account (and invested in short term U.S. Treasury securities or money market funds whose portfolio is composed of U.S. Treasury securities) until immediately prior to the closing of the Merger and shall be used solely to fund the Sponsor’s purchase of ordinary shares of Parent or immediately prior to the closing of the Merger Sub under in accordance with the provisions of this letter agreement and the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests or other securities contemplated herein of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Company and to pay, or cause to be paid, to Parent Merger Company in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $259.6 million (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) belowhereof in conformity with Section 7.07(c) and Section 7.07(d) of the Merger Agreement, is referred to as such Sponsor’s the “Equity Commitment”), which will be used by Parent Merger Company solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent Merger Company pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Merger Company and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through (i) one or more Affiliates direct or indirect Subsidiaries of such Sponsor the Sponsor, or (ii) any other investment fund advised, or investment vehicle (A) advised or managed and/or appointed by the Sponsor or any Affiliate of the Sponsor or (B) advised or managed by the same investment managers who advise or manage the Sponsor (or an Affiliate of such Sponsor investment managers), or (iii) any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor, or (iv) other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Parent, Merger Sub Company or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment terms of this letter agreement. Notwithstanding anything to the contrary in order to consummate the Mergerthis letter agreement, the Sponsor shall be entitled to reduce the aggregate amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement as follows: (i) if, following the declaration of the final amount of the Special Dividend in accordance with Section 7.15 of the Merger Agreement, the Special Dividend exceeds the Minimum Special Dividend, the Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basisdollar for dollar basis by the Sponsors’ Pro Rata Amount of the Excess Amount; and (ii) at the Effective Time, if Parent and Merger Company have arranged the Debt Financing under any Debt Financing Agreement or any Bridge Financing, the Equity Commitment to be funded under this letter agreement shall be reduced on a dollar for dollar basis by the level sufficient forSponsor’s Pro Rata Amount of proceeds of such Debt Financing and/or Bridge Financing, as applicable, actually funded (or, in combination with any other financing arrangements that may be contemplated by the case of Bridge Financing, readily available (as such term is defined in Section 7.07(d) of the Merger Agreement)) at the Effective Time; provided, Parent and Merger Sub that, other than pursuant to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under Section 1(b)(i) hereof (in conformity with Section 7.07(c)(i) of the Merger Agreement), in no event shall the aggregate amount of the Equity Commitment to be funded under this letter agreement be reduced prior to the Effective Time, whether or not any Debt Financing Agreement is entered into or any Bridge Financing is available prior to such time. (c) Notwithstanding anything to the contrary in this letter agreement, the Sponsor may satisfy the Equity Commitment hereunder by way of subscription for an exchangeable non-interest bearing promissory note issued by Merger Company that shall be automatically exchangeable into ordinary shares of the Surviving Company at or immediately following the Effective Time, in substantially the form as mutually agreed by the Company, Merger Company and the Sponsor as of the date hereof (“Exchangeable Note”).

Equity Commitment. (a) This letter agreement confirms The Sponsor hereby commits and agrees, at or prior to the commitment of each SponsorEffective Time, severally on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, of equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, paid to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to $500,000,000.00 (the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely shall use for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that the Sponsor (itogether with its permitted assigns) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Parent and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed Equity Commitment (the Aggregate Commitment“Cap”). (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who person that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s this letter agreement. The Equity Commitment to be funded under this letter agreement shall may be reduced in a manner determined in accordance with that certain interim investors agreement, dated as of the date hereof, entered into by Parent on a pro rata basisand among M▇. ▇▇▇▇▇ ▇▇▇, to the level sufficient forSponsor, in combination with any other financing arrangements that may be contemplated by the Merger AgreementPolarite Gem Holdings Group Ltd, General Atlantic Singapore 58TP Pte. Ltd., Ocean Magical Site Limited, Parent and Merger Sub (the “Interim Investors Agreement”) in the event that Parent does not require all of the equity financing with respect to which the Sponsor has made the Equity Commitment in order for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to Agreement; provided that in no event may the Equity Commitment be paid reduced in a manner that would adversely affect the consummation of the transactions contemplated by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointlyThe Sponsor hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the closing of the Merger (the “Closing”), to it shall purchase, or to shall cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent Holdco (or one or more affiliates of Parent Holdco organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing for an aggregate cash purchase price for such purchase in immediately available funds equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, $30,000,000 subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s below (the “Equity Commitment”), which will be (i) contributed by Holdco to Parent in exchange for equity interests of Parent, and (ii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, a portion of the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates affiliates of such the Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such SponsorAbax Global Capital. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to ParentHoldco, Parent and/or Merger Sub or any other PersonSub. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitment under the CEO Commitment Letter in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment to be funded under the CEO Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forto, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Holdco, Parent and Merger M▇▇▇▇▇ Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $600,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, terms of this letter agreement. The Sponsor acknowledges that each of (i) the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and (ii) the respective amounts of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters may be adjusted by Dr. ▇▇ ▇▇ (the “Chairman”) in his sole discretion pursuant to that certain ▇▇▇▇▇▇▇ and Restated Consortium Agreement by and among the Chairman, the Sponsor and Other Sponsors dated as of July 2, 2015 (the “Consortium Agreement”); provided that (i) such adjustment shall be reduced by Parent made on a pro rata basisor prior to twelve (12) Business Days before the Closing, (ii) the Equity Commitment in no event shall exceed $600,000,000, and (iii) the aggregate amount of the Equity Commitment and the equity commitments of the Other Sponsors to be funded under the level sufficient forOther Sponsor Equity Commitment Letters, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including, without limitation, the Debt Financing) and the Available Cash, shall be sufficient for Parent and Merger Sub to consummate the transactions contemplated by fund the Merger Agreement Consideration and pay all related fees and expenses incurred or such other amounts required to be paid by Parent or Merger Sub under pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

Equity Commitment. (a) This letter agreement confirms a. The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto US$380,484,849.50 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding funding, to the extent necessary to fund, such portion of the aggregate Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each b. The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of its the Equity Commitment to Holdco, Midco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco, Midco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including the Debt Financing and/or Alternative Financing (if applicable)), for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $500,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, terms of this letter agreement. The Sponsor acknowledges that each of (i) the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and (ii) the respective amounts of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters may be adjusted by Dr. ▇▇ ▇▇ (the “Chairman”) in his sole discretion pursuant to that certain ▇▇▇▇▇▇▇ and Restated Consortium Agreement by and among the Chairman, the Sponsor and Other Sponsors dated as of July 2, 2015 (the “Consortium Agreement”); provided that (i) such adjustment shall be reduced by Parent made on a pro rata basisor prior to twelve (12) Business Days before the Closing, (ii) the Equity Commitment in no event shall exceed $500,000,000, and (iii) the aggregate amount of the Equity Commitment and the equity commitments of the Other Sponsors to be funded under the level sufficient forOther Sponsor Equity Commitment Letters, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including, without limitation, the Debt Financing) and the Available Cash, shall be sufficient for Parent and Merger Sub to consummate the transactions contemplated by fund the Merger Agreement Consideration and pay all related fees and expenses incurred or such other amounts required to be paid by Parent or Merger Sub under pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

Equity Commitment. (a) This letter agreement confirms The Sponsor hereby commits and agrees, at or prior to the commitment of each SponsorEffective Time, severally on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, of equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, paid to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to $1,050,000,000 (the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely shall use for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that no Warburg Entity (itogether with its permitted assigns) no Sponsor shall, under any circumstances, be obligated to contribute more than its Pro Rata Percentage (as defined below) of the Equity Commitment to Parent, Parent and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed Equity Commitment (the Aggregate Commitment“Cap”). (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who person that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No Sponsor Warburg Entity will be under any obligation under any circumstances to contribute more than the amount of its Pro Rata Percentage (as defined below) of the Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, the amount terms of each Sponsor’s this letter agreement. The Equity Commitment to be funded under this letter agreement shall may be reduced in a manner determined in accordance with that certain interim investors agreement, dated as of the date hereof, entered into by Parent on a pro rata basisand among M▇. ▇▇▇▇▇ ▇▇▇, to the level sufficient forInternet Opportunity Fund LP, in combination with any other financing arrangements that may be contemplated by the Merger AgreementPolarite Gem Holdings Group Ltd, General Atlantic Singapore 58TP Pte. Ltd., Ocean Magical Site Limited, Parent and Merger Sub (the “Interim Investors Agreement”) in the event that Parent does not require all of the equity financing with respect to which the Sponsor has made the Equity Commitment in order for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to Agreement; provided that in no event may the Equity Commitment be paid reduced in a manner that would adversely affect the consummation of the transactions contemplated by Parent or Merger Sub under the Merger Agreement.

Equity Commitment. (a) This letter agreement confirms the commitment of each Sponsorof the Sponsors, at or immediately prior to the Effective Time, severally and not jointly, on the terms and subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests or other securities contemplated herein of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Company and to pay, or cause to be paid, to Parent Merger Company in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to such Sponsor’s allocated amount of the amount Aggregate Equity Commitment (as defined below) set forth opposite such Sponsor’s name on Schedule A hereto (such amount amount, subject to adjustment as set forth in Section 1(b) hereof in conformity with Section 7.07(c) and Section 7.07(d) of the Merger Agreement, with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, Sponsor is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent Merger Company solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent Merger Company pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided provided, that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to ParentMerger Company, and the Sponsors, collectively, Sponsors collectively shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to ParentMerger Company; and (ii) the amount of liability of each Sponsor hereunder shall not exceed the amount of its Equity Commitment, and the aggregate amount of liability of the Sponsors, collectively, Sponsors collectively shall not exceed the Aggregate Commitment. (b) Each Sponsor may effect the funding of its Equity Commitment directly or indirectly through one or more Affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such Sponsor. No Sponsor will be under any obligation under any circumstances to contribute more than the amount of its the Aggregate Equity Commitment to ParentCommitment. For purposes of this letter agreement, Merger Sub or any other Person. In the event Parent does not require term “Aggregate Equity Commitment” means an amount equal to the Aggregate Commitment in order to consummate the Merger, the amount of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement$124,600,000.

Equity Commitment. (a) This letter agreement confirms The Sponsor shall, at or immediately prior to the commitment of each Sponsor, severally and not jointlyEffective Time, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $233,400,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “the “ Equity CommitmentCommitment ”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund Merger pursuant to, to and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Personperson pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Aggregate sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Parent Holdco on a pro rata basis, to the level sufficient forsufficient, in combination with any the other financing arrangements that may be contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger AgreementTransactions.

Equity Commitment. (a) This letter agreement confirms the commitment of each the Sponsor, severally at or immediately prior to the Effective Time, on the terms and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration Holdco and to pay, or cause to be paid, to Parent Holdco in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto $500,000,000 (such amount with respect to each Sponsoramount, subject to adjustment pursuant to as set forth in Section 1(b) below), is referred to as such Sponsor’s the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding funding, to the aggregate extent necessary to fund, such portion of the Merger consideration Consideration and such other amounts required to be paid by Parent pursuant to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, with the Merger Agreement, together with related fees and expenses; provided that (i) no the Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) Equity Commitment to Parent; Holdco and (ii) the aggregate amount of liability of each the Sponsor hereunder shall not exceed its Equity Commitment, and the liability amount of the Sponsors, collectively, shall not exceed the Aggregate Equity Commitment. (b) Each The Sponsor may effect the funding of its the Equity Commitment directly or indirectly through one or more Affiliates direct or indirect Subsidiaries of such the Sponsor or any other investment fund advised, or investment vehicle advised or managed and/or appointed by an Affiliate of such the Sponsor or any other private equity investment fund who or investment vehicle that is a limited partner of such the Sponsor or of an Affiliate of such the Sponsor or other Affiliates of the Sponsor. No The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of its the Equity Commitment to Holdco, Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal person pursuant to the Aggregate Commitment in order to consummate the Merger, terms of this letter agreement. The Sponsor acknowledges that each of (i) the amount of each Sponsor’s the Equity Commitment to be funded under this letter agreement and (ii) the respective amounts of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters may be adjusted by Dr. ▇▇ ▇▇ (the “Chairman”) in his sole discretion pursuant to that certain ▇▇▇▇▇▇▇ and Restated Consortium Agreement by and among the Chairman, the Sponsor and Other Sponsors dated as of July 2, 2015 (the “Consortium Agreement”); provided that (i) such adjustment shall be reduced by Parent made on a pro rata basisor prior to twelve (12) Business Days before the Closing, (ii) the Equity Commitment in no event shall exceed $500,000,000, and (iii) the aggregate amount of the Equity Commitment and the equity commitments of the Other Sponsors to be funded under the level sufficient forOther Sponsor Equity Commitment Letters, in combination with any the other financing arrangements that may be contemplated by the Merger AgreementAgreement (including, without limitation, the Debt Financing) and the Available Cash, shall be sufficient for Parent and Merger Sub to consummate the transactions contemplated by fund the Merger Agreement Consideration and pay all related fees and expenses incurred or such other amounts required to be paid by Parent or Merger Sub under pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.