Common use of Expense Sharing Clause in Contracts

Expense Sharing. In the event the Merger is consummated, Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and each Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "Consortium Costs"). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. In 2.9.1 Upon consummation of the event Transactions and from time to time thereafter, the Merger is consummatedSurviving Company shall reimburse the Investors, Parent the EC Investors and the Guarantors for, or pay on behalf of such persons, as the Company will bear case may be, all of their out-of of-pocket costs and expenses incurred by Holdco, Parent, Merger Sub and each Investorin connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (ia) the reasonable and documented fees, expenses and disbursements of lawyers(i) the Consortium Advisors, accountantsbut excluding any fees, consultants expenses and other advisors that may have been retained by Holdco, Parent, Merger Sub or disbursements payable to any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger (all Advisors unless such fees and expenses, in the aggregate, the "Consortium Costs"). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors that may have been retained in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the sole benefit Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of such Investor)the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and each Investor agrees that it will be responsible for all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of lawyersInvestor Advisors, accountswithout prejudice to any claims, consultants rights and other advisors that may have been retained by it for remedies otherwise available to such non-breaching Investor and its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. Affiliates. 2.9.4 The obligations under pursuant to this Section 1.10 2.9 shall exist remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costsaccordance with Section 3.1.

Expense Sharing. In (a) From time to time prior to the event consummation or termination of this Transaction, the Merger Lead Investors may deliver to any other Investor a written notice (“Payment Notice”) setting forth (i) in reasonable detail the amount of Service Provider Expenses or Buyer Transaction Expenses incurred since the prior Payment Notice (or from inception of the Lead Investors’ pursuit of the Transaction with respect to the first Payment Notice to each such Investor) (the “Outstanding Expenses”), (ii) the aggregate amount of Service Provider Expenses or Buyer Transaction Expenses incurred with respect to the Transaction (the “Total Expenses”), (iii) the amount payable by such Investor with respect to such Payment Notice, which shall be equal to the product of (a) such Investor’s Allocation Percentage multiplied by (b) the Outstanding Expenses (the “Payment Amount”) and (iv) the wire instructions for such Investor’s payment of its Payment Amount. Within thirty (30) calendar days following receipt of the Payment Notice (the “Payment Due Date”), each Investor shall remit its Payment Amount in full by wire transfer of immediately available funds, provided the aggregate Service Provider Expenses to be paid by all Investors pursuant to this Section 7(a), which shall be paid pro rata in accordance with each Investor’s Allocation Percentage, shall not exceed $4,000,000, unless at least five of the seven Lead Investors agree to increase such threshold to $7,000,000; provided, further, that such amount may be increased upon the approval of the Lead Investors in the case of any disputes (including litigation) with HFSG regarding the Transaction Agreements. Following the written request of an Investor, the Lead Investors shall provide to the requesting Investor reasonable back-up (including invoices) for its calculation of Outstanding Expenses. (b) Each Investor agrees that, if the Transaction is not consummated, Parent or the Company will bear any and all out-of pocket costs, fees, charges, disbursements and other expenses reasonably incurred by Holdcoany Lead Investor in furtherance of the Transaction or otherwise on behalf of the Investors, Parentas a group, Merger Sub with respect to the Transaction and payable to the service providers listed on Annex D hereof and any other service providers engaged with the approval of the Lead Investors in connection with the transactions contemplated by the Purchase Agreement (collectively, the “Service Provider Expenses”) shall be allocated to and paid by each Investor, includingpursuant to Section 7(a) above, without limitationaccording to its Allocation Percentage; provided that notwithstanding anything to the contrary herein, the amount of Service Provider Expenses that will be reimbursable to the Lead Investors (if applicable) or payable by the Investors (if not previously paid by the Lead Investors) if the Transaction is not consummated, inclusive of any amounts paid in respect of Service Provider Expenses pursuant to Section 7(a), shall not exceed $7,000,000, unless (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor (including, without limitation, any fees incurred in connection with any disputes (including litigation) with HFSG regarding the due diligence of the Company) and Transaction Agreements or (ii) at least five of the seven Lead Investors agree to increase such threshold to $8,000,000. Annex D also sets forth an estimate of Service Provider Expenses for certain of the service providers incurred as of the date hereof. (c) Each Investor agrees that, if the Transaction is not consummated, any fees (including financing and all costs, fees) related to the Merger (all such fees and expenses, in the aggregatecharges, the "Consortium Costs"). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, disbursements and other advisors who have been engaged expenses reasonably incurred by the Lead Investors in furtherance of the Transaction or otherwise on behalf of the Investors, as a group, with respect to the Merger. In Transaction and payable by the event of a termination of Acquisition Entities pursuant to the Merger Purchase Agreement in which a Company or pursuant to the Specified Third-Party Reinsurance Binder (collectively, the “Buyer Transaction Expenses”) shall be allocated to and paid by each Investor, pursuant to Section 7(a) above, according to its Allocation Percentage, provided that the foregoing shall not apply to any Termination Fee is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee payable pursuant to the PE Investors Purchase Agreement, the obligations in respect of which shall be governed by the Limited Guaranties and Section 11 hereof. (d) Any additional party that becomes an Investor hereto after the date hereof in accordance with Section 1.9 hereof13.6 (the “Reimbursing Investor”) shall pay to the other Investors an amount equal to the product of the Reimbursing Investor’s Allocation Percentage multiplied by the Total Expenses paid by all other Investors prior to the admission of the Reimbursing Investor (the “Reimbursement Amount”). In Each of the event other Investors shall receive a portion of a the Reimbursement Amount based on the amount such Investor’s Investor Commitment is reduced in relation to the amount all Investors’ Investor Commitments are reduced upon the admission of the Reimbursing Investor. (e) If the Transaction is consummated, the Acquisition Entities shall pay all Service Provider Expenses and Buyer Transaction Expenses. If any Investor has paid any Service Provider Expenses and/or Buyer Transaction Expenses pursuant to Section 7(a) or otherwise prior to the consummation of the Transaction, the Acquisition Entities shall reimburse such Investor for the amount of such expenses within ten (10) business days after Closing. The parties hereto agree to take all actions necessary to cause the Acquisition Entities to comply with the obligations set forth in this Section 7(e). (f) If Buyer or any Acquisition Entity receives any termination fee, expense reimbursement payment or any other payment for any reason in connection with any termination of the Merger Agreement in which no Company Transaction Agreements (a “Termination Fee is Payment”), Buyer or such Acquisition Entity shall pay or cause to be paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for the sole benefit a percentage of such Investor)Termination Payment proportionately based on the Investor Commitments, and each Investor agrees that it will be responsible for the fees, expenses and disbursements net of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive Service Provider Expenses and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium CostsBuyer Transaction Expenses.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of of-pocket expenses incurred by Holdco, Parent, Merger Sub and each Investorjointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor jointly by all the Investors (including, without limitationfor the avoidance of doubt, K▇▇▇▇▇▇▇ & E▇▇▇▇ International LLP, C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, CITIC Securities Co., Ltd and any fees incurred advisor of an Investor whose appointment and expenses are agreed to in connection with writing in advance by all the due diligence of the Company) Investors), and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sources, lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger. ; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to ParentParent (or its designee), Parent shall first pay pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to ParentParent (or its designee), each PE Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its its/his proportionate share (determined by reference to the amount of its Equity its/his Commitment to the aggregate Equity of Commitments of the PE Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for Consortium Costs) incurred in connection with the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesTransaction. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Parent or the Surviving Company will bear all out-of of-pocket expenses incurred by Holdco, Parent, Merger Sub and each Investorjointly by all the Investors, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor jointly by all the Investors (including, without limitationfor the avoidance of doubt, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ International LLP, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, CITIC Securities Co., Ltd and any fees incurred advisor of an Investor whose appointment and expenses are agreed to in connection with writing in advance by all the due diligence of the Company) Investors), and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sources, lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger. ; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to ParentParent (or its designee), Parent shall first pay pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to ParentParent (or its designee), each PE Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its its/his proportionate share (determined by reference to the amount of its Equity its/his Commitment to the aggregate Equity of Commitments of the PE Investors) of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or such Investors’ respective Equity Commitment Letters, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 8.2(c) of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for Consortium Costs) incurred in connection with the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesTransaction. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. In the event of a termination of the Merger Agreement in which a Termination Fee or reimbursement of Parent Expenses is consummatedpaid to Holding or Parent, Holding or Parent or the Company will bear as directed by Holding shall first pay all out-of pocket expenses incurred by HoldcoHolding, Parent, Merger Sub Parent and each InvestorSponsor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or Holding and any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) Sponsor and (ii) any fees (including any financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "“Consortium Costs"). For ”) of the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultantsSponsors from such payment, and other advisors who have been engaged with respect to in the Merger. In case of the event payment of a termination of the Merger Agreement in which a Company Termination Fee is paid to ParentFee, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee Fee, as applicable, to the PE Investors Sponsors in accordance with Section 1.9 hereof1.4 above. In the event of a termination of the Merger Agreement in which no Company Termination Fee or reimbursement of Parent Expenses is paid to Holding or Parent, each PE Investor Sponsor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE InvestorsCommitment) of Consortium Costs Costs. Each Sponsor will also be responsible for its proportionate share of any liability that any other Sponsor (other than the feeseach, expenses and disbursements of an “Indemnifying Sponsor”) incurs pursuant to indemnities that it has agreed to provide to its respective lawyers, accountsaccountants, consultants or other advisors (including, without limitation, debt financing sources, consultants and other advisors that may accountants) who have been retained engaged with respect to the Merger; provided, that no such indemnification or contribution by the other Sponsors shall be required to the extent that the proximate cause of Indemnifying Sponsor’s obligation to indemnify any Investor for such third party is the sole benefit Indemnifying Sponsor’s own conduct not undertaken at the direction or with the consent of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefitSponsors. Prior to making any payment of Consortium Costs hereunder, each Principal Investor Sponsor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. The obligations under this Section 1.10 1.5 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid directly by the CompanyHolding, Holdco Company or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. In (a) Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent shall cause the Surviving Company to reimburse the Parties for, or pay on behalf of the Company will bear Parties, as the case may be, all of their and their Affiliates’ out-of of-pocket costs and expenses incurred by Holdco, Parent, Merger Sub and each Investorin connection with the Transactions (the “Consortium Transaction Expenses”), including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyersthe Consortium Advisors and the Investor Advisors listed in Exhibit C hereto, accountantsbut excluding any fees, consultants expenses and disbursements payable to any other advisors that may have been retained Investor Advisors unless such fees, expenses and disbursements are agreed to in advance by Holdcothe Requisite Investors in writing, Parent, Merger Sub or any Investor (including, without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees costs and expenses incurred by any Investor or its Affiliates (other than Parent, Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including financing feeswithout limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. (b) related If the Merger Agreement is terminated prior to the Merger Closing (all such fees and expenses, in the aggregateSection 2.8(c) does not apply), the "Consortium Costs"). For the avoidance Sponsor shall pay in a timely manner all of doubt, the Consortium Costs shall include indemnities Transaction Expenses and the Parent Termination Fee to be provided paid by the Parent pursuant to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. In the event of a termination Section 9.02 of the Merger Agreement in which a Company Termination Fee is paid to Parent(if any). Notwithstanding the foregoing, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants any Investor Advisors to any Investor other than the Founder and other advisors that may have been retained the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by any Investor other than the Founder with respect to the Company, including any fees, expenses and disbursements payable to any Investor Advisors retained for such purposes, shall be borne solely by the applicable Investor retaining such Investor Advisors. (c) If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, the Support Agreement or the Equity Commitment Letter by one or more Investors, then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Parent, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the sole benefit Parent Termination Fee paid by Parent pursuant to Section 9.02 of such Investor)the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantor in respect of the Guarantee) incurred in connection with the Transactions, and each Investor agrees that it will be responsible for including the reasonable fees, expenses and disbursements of lawyersthe Investor Advisors, accountswithout prejudice to any claims, consultants rights and other advisors that may have been retained by it for remedies otherwise available to such non-breaching Investor and its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's participation in the transaction. Affiliates. (d) The obligations under pursuant to this Section 1.10 2.8 shall exist remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costsaccordance with Section 3.1.

Expense Sharing. 1.9.1 In the event the Merger is consummated, Holdco or Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Midco and Merger Sub and each InvestorSub, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Midco or Merger Sub or any Investor (including, without limitationfor the avoidance of doubt, any fees incurred in connection with the due diligence of the CompanyK▇▇▇▇▇▇▇ & E▇▇▇▇ International LLP, Huatai United Securities, KPMG and Fangda Partners) and (ii) any fees (including financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged by Holdco, Parent, Midco and/or Merger Sub with respect to the Merger and (ii) each of the Investors shall be responsible for all of its out-of-pocket costs and expenses incurred in connection with the Merger. , including fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors who were retained by each such Investor. 1.9.2 In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parentany of the Parent Parties, the Parent Parties shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 1.8 hereof. . 1.9.3 In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parentany of the Parent Parties, each PE Investor agrees that it will be responsible for its or his proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (Costs, and any fees and expenses incurred by any Investor other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained Consortium Costs will be borne by any Investor for the sole benefit of such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated due to the action or inaction of the Failing Investors or the Terminated Defaulting Investors, such Failing Investors and Terminated Defaulting Investors shall reimburse the Closing Investors for (i) all Consortium Costs incurred by the Closing Investor(s), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making (ii) any payment obligations of Consortium Costs hereunderthe Parent Parties under Section 8.2(c) of the Merger Agreement, each Principal or any guarantee of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company. Each Failing Investor or Terminated Defaulting Investor’s portion of the total obligations hereunder shall be entitled the amount equal to receive the product of (a) the amounts due from all Failing Investors and review reasonable documentation Terminated Defaulting Investors hereunder multiplied by (b) a fraction of which the numerator is such fees Failing Investor’s (or Terminated Defaulting Investor’s) Commitment, as applicable, and expensesthe denominator is the sum of all Failing Investors and Terminated Defaulting Investors’ Commitments. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor or Terminated Defaulting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. . 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.10.1 In the event the Merger is consummated, Holdco, Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and each Investorthe Investors as a consortium (other than the Failing Investors, the “Consortium”), including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub Sub, the Consortium, Dream Data Services Limited (or any Investor its Affiliates) or THL A19 Limited (includingor its Affiliates), without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger (all such fees and expensesexpenses other than any excessive amount disallowed under clause (i) above, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. , and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ Kun Law Office, China Renaissance Securities (Hong Kong) Limited and PricewaterhouseCoopers are advisors retained by the Consortium with respect to the Merger. 1.10.2 In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay or cause to be paid all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE applicable Investors in accordance with Section 1.9 hereof. . 1.10.3 In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it each Equity Investor will be responsible for its its, his or her proportionate share (determined by reference to the amount of its its/his/her Equity Commitment to the aggregate of Equity Commitments of the PE Equity Investors) of Consortium Costs; provided that if the Merger Agreement is terminated and the Merger is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs incurred by the Closing Investor(s), (ii) any payment obligations of Parent and/or Merger Sub under Sections 8.2(c) and 8.2(d) of the Merger Agreement, or any guarantee pursuant to the Limited Guarantees and (iii) any other damages or losses of the Company; provided further that any fees and expenses incurred by any Investor other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained Consortium Costs will be borne by any Investor for the sole benefit of such Investor). Each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder multiplied by (b) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and each Investor agrees that it will be responsible for the fees, expenses and disbursements denominator is the sum of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesall Failing Investors’ Commitments. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. . 1.10.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.10.5 The obligations under this Section 1.10 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of of-pocket costs and expenses incurred by Holdcoin connection with the Transaction, Parent, Merger Sub and each Investor, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, consultants banking and other advisors and/or consultants that may have been retained by Holdco, Parent, Merger Sub or jointly by the Consortium (including O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP (“Orrick”) and any Investor (includingother advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), without limitation, and any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sourceslegal, lawyersaccounting, accountants, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger. ; provided that, unless and only to the extent otherwise approved by the Requisite Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that may have been separately retained by such Investor (including without limitation, the fees and expenses of Orrick incurred in its capacity as D▇▇▇ ▇▇ Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as D▇▇▇ ▇▇ Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to ParentParent (or its designee), Parent shall first pay pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the PE Investors (other than any Failing Investors) in accordance with Section 1.9 hereof. proportion to their respective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to ParentParent (or its designee), each PE Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its proportionate share capacity as D▇▇▇ ▇▇ Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (determined Hong Kong) Limited agrees in writing that the fees and expenses incurred by reference Orrick in its capacity as D▇▇▇ ▇▇ Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Rollover Agreement or the Equity Commitment Letter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the amount of its Equity Commitment Limited Guarantee and (iii) any other damages or losses payable to the aggregate Equity Commitments of Company; and (B) reimburse the PE Investors) of Consortium Costs Closing Investors for their respective fees and expenses (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for Consortium Costs) incurred in connection with the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesTransaction. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. 1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company will bear to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of of-pocket costs and expenses incurred by Holdcoin connection with the Transaction, Parent, Merger Sub and each Investor, including, without limitation, (i) including the reasonable and documented fees, expenses and disbursements of lawyersthe legal, accountantsaccounting, consultants banking and other advisors and/or consultants that may have been retained by Holdco, Parent, Merger Sub or jointly by the Consortium (including ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“Orrick”) and any Investor (includingother advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), without limitation, and any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the "“Consortium Costs"”). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sourceslegal, lawyersaccounting, accountants, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger. ; provided that, unless and only to the extent otherwise approved by the Requisite Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that may have been separately retained by such Investor (including without limitation, the fees and expenses of Orrick incurred in its capacity as ▇▇▇▇ ▇▇ Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as ▇▇▇▇ ▇▇ Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to ParentParent (or its designee), Parent shall first pay pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the PE Investors (other than any Failing Investors) in accordance with Section 1.9 hereof. proportion to their respective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to ParentParent (or its designee), each PE Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its proportionate share capacity as ▇▇▇▇ ▇▇ Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (determined Hong Kong) Limited agrees in writing that the fees and expenses incurred by reference Orrick in its capacity as ▇▇▇▇ ▇▇ Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Rollover Agreement or the Equity Commitment Letter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the amount of its Equity Commitment Limited Guarantee and (iii) any other damages or losses payable to the aggregate Equity Commitments of Company; and (B) reimburse the PE Investors) of Consortium Costs Closing Investors for their respective fees and expenses (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for Consortium Costs) incurred in connection with the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesTransaction. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. Transaction. 1.9.4 Prior to making any payment of Consortium Costs hereunder, Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.

Expense Sharing. In (a) Upon consummation of the event the Merger is consummatedTransactions and from time to time thereafter, Parent shall and/or shall cause the Surviving Company to reimburse the Investors, the EC Investors, the Supporting Shareholders and the Guarantors for, or pay on behalf of such persons, as the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and each Investor, including, without limitation, case may be: (i) the Consortium Transaction Expenses; and (ii) without duplication of ‎Section 2.09(a)(i) and notwithstanding that the Advisors referred to in this ‎Section 2.09(a)(ii) may or may not be appointed as Joint Advisors, the costs and expenses of (A) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ as U.S. legal counsel to Trustar Capital, (B) W▇▇▇, Gotshal & M▇▇▇▇▇ as U.S. legal counsel to the Management Parties, and (C) Haiwen & Partners as PRC legal counsel to Trustar Capital. (b) If the Merger Agreement is terminated prior to the Closing (and ‎Section 2.09(c) does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to their respective LG Percentages or as may otherwise be agreed by the Investors. (c) If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Equity Commitment Letter or the Support Agreement by one or more Investors (or his, her or its applicable Affiliates), then such breaching Investor or Investors shall be liable to pay the full amount of the Consortium Transaction Expenses and reimburse Parent, MidCo, Merger Sub, each non-breaching Investor and its applicable Affiliates (other than the Company and its Subsidiaries), as the case may be, for the Parent Termination Fee to the extent paid by Parent pursuant to Section 8.06(b) of the Merger Agreement, any costs and expenses reimbursed and interest paid by Parent pursuant to Section 8.06(d) of the Merger Agreement, any payment obligations of Parent pursuant to Section 6.07(f) of the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Limited Guarantees) incurred in connection with the Transactions, including the reasonable and documented fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub or any Investor (includingAdvisors, without limitationprejudice to any claims, any fees incurred in connection with the due diligence of the Companyrights and remedies otherwise available to such non-breaching Investor and its Affiliates. (d) and (ii) any fees (including financing fees) related to the Merger (all such fees and expenses, in the aggregate, the "Consortium Costs"). For the avoidance of doubt, the Consortium Costs shall include indemnities to be provided to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged with respect to the Merger. In the event of and at any time that any amount is due and payable to a termination of Party by another Party or the Merger Agreement in Surviving Company pursuant to this ‎Section 2.09, then the Party to which a Company Termination Fee such amount is paid to Parent, Parent shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE Investors in accordance with Section 1.9 hereof. In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it will be responsible for its proportionate share (determined by reference to the amount of its Equity Commitment to the aggregate Equity Commitments of the PE Investors) of Consortium Costs (other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by any Investor for the sole benefit of such Investor), and each Investor agrees that it will be responsible for the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained by it for its sole benefit. Prior to making any payment of Consortium Costs hereunder, each Principal Investor payable shall be entitled to receive and review reasonable documentation demand payment of such fees amount by written notice to such other Party or the Surviving Company. Promptly upon (and expenses. Notwithstanding the prior two sentences, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination in any event within fifteen (15) Business Days after) delivery of such Non-Consenting Investor's participation demand notice, such other Party shall, and/or Parent shall cause the Surviving Company to, as applicable, pay or cause to be paid such amount in full to the transaction. demanding Party. (e) The obligations under this Section 1.10 ‎Section 2.09 shall exist remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costsaccordance with ‎Section 4.02.

Expense Sharing. 1.9.1 In the event the Merger Amalgamation is consummated, Parent or the Company will bear all out-of of-pocket expenses incurred by Holdco, Parent, Merger Amalgamation Sub and each Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, tax advisors, consultants and other advisors that may have been retained by Holdco, Parent, Merger Amalgamation Sub or any Investor the Investors as a consortium (includingthe “Consortium”), without limitation, any fees incurred in connection with the due diligence of the Company) and (ii) any fees (including financing fees) related to the Merger Amalgamation (all such fees and expenses, in the aggregate, the "“Consortium Costs"”) and (iii) the reasonable and documented fees, expenses and disbursements of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP (as a separate advisor retained by C-Bridge and Advantech), Ropes & G▇▇▇ LLP (as a separate advisor retained by Vivo), and any other bona fide advisors separately engaged by any of the New Investors in connection with the Amalgamation (the “Separate Advisors Costs”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities to be provided actually paid or payable to the debt financing sources, lawyers, accountants, tax advisors, consultants, and other advisors who have been engaged with respect to the Merger. Amalgamation; (ii) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, tax advisors, consultants and other advisors that may be retained by the Consortium after the date hereof as approved by the Requisite Investors; and (iii) K▇▇▇▇▇▇▇ & E▇▇▇▇, Lazard Asia (Hong Kong) Limited, King and Wood Mallesons, R▇▇▇▇▇▇ & Co and M▇▇▇▇▇ & Calder are advisors engaged by the Consortium in connection with the Amalgamation. 1.9.2 In the event of a termination of the Merger Amalgamation Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay or cause to be paid all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the PE applicable Investors in accordance with Section 1.9 1.8 hereof. . 1.9.3 In the event of a termination of the Merger Amalgamation Agreement in which no Company Termination Fee is paid to Parent, each PE Investor agrees that it each Investor (including the Failing Investor(s) and/or the Non-Consenting Investor(s) to the extent the amount of the Equity Commitment of such Failing Investor(s) and/or Non-Consenting Investor(s) have not been accepted by the other Investors and/or one or more new investors approved by the Requisite Investors) will be responsible for its or his proportionate share (determined by reference to the amount of its Equity Commitment (including rollover commitments) to the aggregate of Equity Commitments of the PE all Investors) of Consortium Costs (Costs, and any fees and expenses incurred by any Investor other than the fees, expenses and disbursements of lawyers, accounts, consultants and other advisors that may have been retained Consortium Costs will be borne by any Investor for the sole benefit of such Investor; provided that if the Amalgamation Agreement is terminated and the Amalgamation is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs and Separate Advisors Costs (if applicable) incurred by the Closing Investor(s), (ii) any payment obligations of Parent and Amalgamation Sub under Sections 8.06(b) of the Amalgamation Agreement, any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; provided further that if the Amalgamation Agreement is terminated as a result of a breach by one or more of the Rollover Investors or their respective directors or officers of the representation, warranty and covenant in Section 1.11.8 of this Agreement, none of the New Investors shall be responsible for any portion of the amounts referred to in the foregoing (i), (ii) or (iii), and the breaching Rollover Investor(s) shall reimburse each New Investor agrees that it will be responsible for (x) all Consortium Costs and Separate Advisors Costs incurred by such New Investor, (y) any payment obligations of Parent and Amalgamation Sub under Sections 8.06(b) of the feesAmalgamation Agreement or any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement payable by such New Investor, expenses or any guarantee of either of the foregoing pursuant to the applicable Limited Guarantee of such New Investor and disbursements of lawyers(z) any other damages or losses payable by such New Investor to the Company, accounts, consultants and other advisors that may for so long as such New Investor (a) is not a Failing Investor or (b) such New Investor would have been retained ready, willing and able to fund its Equity Commitment without such breach by it for its sole benefit. Prior to making any payment the Rollover Investor(s) or their respective directors or officers of Consortium Costs hereunder, each Principal Investor shall be entitled to receive and review reasonable documentation of such fees and expensesSection 1.11.8. Notwithstanding the prior two sentencesforegoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor's ’s participation in the transaction. Any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor. 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations under this Section 1.10 1.9 shall exist whether or not the Merger Amalgamation is consummated, and shall survive the termination of the other terms of this Agreement, provided that such fees, expenses or liabilities are not paid by the Company, Holdco or Parent. For the avoidance of doubt, in the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor will be responsible for its or his own fees and expenses other than the Consortium Costs.