Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$15,000,000 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shallThis letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, directly or cause the purchase ofindirectly, equity interests of Holdco Parent and to pay, or cause to be paid, to Holdco Parent in immediately available funds an aggregate cash purchase price equal to US$15,000,000 200,000,000 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which the Sponsor will cause to be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expensesexpenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$15,000,000 $333,400,000 (such amount, subject to adjustment pursuant to Section 1(b) hereof), the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the 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 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 ▇▇▇▇▇▇Holdco on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$15,000,000 $28,000,000 (such amount, subject to adjustment pursuant to Section 1(b) hereof), the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shallThis letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, directly or cause the purchase ofindirectly, equity interests of Holdco Parent and to pay, or cause to be paid, to Holdco Parent in immediately available funds an aggregate cash purchase price equal to US$15,000,000 330,056,497 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which the Sponsor will cause to be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expensesexpenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shallThis letter agreement confirms the commitment of the Sponsors, on a joint and several basis, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, or to cause the purchase of, of equity interests of Holdco Merger Sub and to pay, or cause to be paid, paid to Holdco Merger Sub in immediately available funds an aggregate cash purchase price equal to US$15,000,000 125,825,798 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely Merger Sub shall use for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent to consummate the Merger Sub pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor Sponsors (together with their permitted assigns) shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Merger Sub and the aggregate amount of liability of the Sponsor Sponsors hereunder shall not exceed the amount of the Equity CommitmentCommitment (the “Cap”). (b) The Sponsor Sponsors may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor Sponsors or any investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsors or any Affiliate thereof or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund person that is a limited partner of the Sponsor Sponsors or of an Affiliate of the SponsorSponsors or other Affiliates of the Sponsors. The Sponsor Sponsors will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shallThis letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, directly or cause the purchase ofindirectly, equity interests of Holdco Parent and to pay, or cause to be paid, to Holdco Parent in immediately available funds an aggregate cash purchase price equal to US$15,000,000 129,943,503 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which the Sponsor will cause to be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expensesexpenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).

Equity Commitment. (a) The Sponsor shallThis letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, directly or cause the purchase ofindirectly, equity interests of Holdco Parent and to pay, or cause to be paid, to Holdco Parent in immediately available funds an aggregate cash purchase price equal to US$15,000,000 485,660,389 (such amount, subject to adjustment pursuant to Section 1(b) hereof, the “Equity Commitment”), which the Sponsor will cause to be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expensesexpenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the Equity Commitment in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement shall be reduced by ▇▇▇▇▇▇, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”).