Common use of Preemptive Right Clause in Contracts

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) Subject to the following sentence, PubCo (on its own behalf and on behalf of each of its Subsidiaries) grants to NB the right to purchase up to its Allotment of any Preemptive Securities that PubCo or any of its Subsidiaries may from time to time issue or sell to any Person in a primary issuance or sale. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction PubCo or a series Subsidiary offers or sells Preemptive Securities as a strip of related transactions)multiple Equity Securities in combination with fixed proportions, it the rights granted pursuant to this Section 2.3(f) shall give each be exercisable only as to the strip of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New all such Preemptive Securities, (ii) the price and the general terms upon which the Company proposes not separately as to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share component of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity strip of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company PubCo shall promptly give written notice (the an “Second Participation Issuance Notice”) to other Investors who exercised in full their NB of any proposed issuance or sale of Preemptive Rights Securities within five Business Days following any meeting of the Board or governing body of the applicable Subsidiary at which any such issuance or sale (the a “Oversubscription ParticipantsSubject Issuance”) in accordance with Section 4.2(i) above, describing is approved. The Issuance Notice shall set forth the following: (i) the number material terms and conditions of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participantsproposed issuance or sale. (iii) If any change is made NB shall, for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”), have the right to elect to purchase up to its Allotment of the Preemptive Securities set forth in such Issuance Notice on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to PubCo (a “Acceptance Notice”). The delivery of an Acceptance Notice by NB shall be a binding and irrevocable offer by NB to purchase the Preemptive Securities described in the Acceptance Notice for cash, subject only to the terms or conditions specified in closing of the First Participation Notice, or if Subject Issuance actually occurring. The failure of NB to deliver an Acceptance Notice by the Company has not consummated end of the sale Exercise Period shall constitute a waiver of NB’s rights under this Section 2.3(f) with respect to the purchase of such New Securities within ninety Preemptive Securities. (90iv) day period after Following the expiration of the Participation Exercise Period, then PubCo or its applicable Subsidiary shall be free to complete the Company proposed issuance or sale of Preemptive Securities described in the applicable Issuance Notice on terms not materially less favorable to PubCo or its applicable Subsidiary than those set forth in the Issuance Notice. Any such issuance or sale must be closed on or before a deadline (which may be the occurrence of an event or date certain) for closing such issuance or sale set forth in the applicable Issuance Notice, not to exceed 180 days from the date the Issuance Notice was given; and for the avoidance of doubt, the price at which the Preemptive Securities are sold to the prospective purchaser seeking to purchase the applicable Preemptive Securities, or any other purchaser, must be at least equal to or higher than the purchase price described in the applicable Issuance Notice. In the event PubCo or its applicable Subsidiary has not sold such Preemptive Securities at or prior to such deadline, PubCo or its applicable Subsidiary shall not thereafter issue or sell any New Preemptive Securities without first again first offering such New Securities securities to NB in accordance with the Investors pursuant to procedures set forth in this Section 4.22.3(f). (ivv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable The closing of any purchase of Preemptive Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor NB under this Section 4.2(iv)2.3(f) shall be consummated at such location, date, and time as specified by PubCo. Each Major Investor of PubCo or the Subsidiary, on the one hand, and NB, on the other hand, shall have take all such other actions (including, without limitation, entering into additional agreements) as may be reasonably necessary to consummate the right purchase and sale of the Preemptive Securities. (vi) Notwithstanding the foregoing provisions of this Section 2.3(f), in the event that the issuance by PubCo or any Subsidiary of Preemptive Securities to elect NB would require a vote of PubCo’s stockholders (whether because of applicable Law or rules of the stock exchange on which the Class A Shares are listed, or otherwise), the foregoing provisions of this Section 2.3(f) will not apply, and instead PubCo and NB will cooperate in good faith to terminate its IPO Anti-dilution Right the extent reasonably feasible to provide for the issuance of an alternative security to NB with substantially the same economic terms as the Preemptive Securities proposed to be issued but that would not require any vote of PubCo’s stockholders. Furthermore, in the event the Board determines in good faith there is a reasonable business need to consummate an issuance of Preemptive Securities without first complying with this Section 2.3(f), PubCo or the Subsidiary may issue or sell Preemptive Securities to one or more Persons without first complying with the terms of Section 2.3(f), so long as, as promptly as is reasonably practicable following such sale (and in any event within ten (10) Business Days of such sale), at PubCo’s or the Subsidiary’s election, (A) the purchasers of such Preemptive Securities shall offer to sell to NB the portion of such purchased Preemptive Securities that equals NB’s applicable Allotment or (B) PubCo or the Subsidiary shall offer to issue an incremental amount of Preemptive Securities to NB sufficient to constitute NB’s applicable Allotment had PubCo or the Subsidiary complied with Section 2.3(f) and (C) in each case, at a purchase price no more, and on terms no less favorable to NB, than those applicable to such purchasers, using a process substantially similar to that set forth in this Section 2.3(f). (vii) The rights of NB under this Section 4.2(iv2.3(f) immediately before shall terminate upon the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to first date that the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPONB First Ownership Threshold is no longer satisfied.

Preemptive Right. If OIS shall propose to issue to any Offeror any Offered Securities, other than in Excluded Issuances, OIS shall, before consummating such proposed issuance, (i) In the event that the Company proposes deliver a Notice to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention Principal MV Shareholder two weeks prior to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of such proposed issuance, which Notice shall also include the timing of closing and a statement as to OIS’s obligation to confirm receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its a Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveAcceptance, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have provide each Principal MV Shareholder the right of first refusal to purchase any or all of such Principal MV Shareholder’s Proportionate Share of such Offered Securities (but no obligation) toor, within ten (10) days from if OIS in the date Notice makes the election provided in Section 3.02 to offer a Grossed Up Number of the Second Participation Notice (the “Second Participation Period”Subject Securities, together with the First Participation Period, the “Participation Period”such Principal MV Shareholder’s Proportionate Share of such Grossed Up Number of Subject Securities), notify at the Company price per Offered Security, and otherwise on the same terms and conditions, as OIS proposed to issue such Offered Securities to such Offeror, except as otherwise provided herein. Such right of its desire to purchase more than its Pro Rata Share of the New Securitiesfirst refusal shall be exercisable by each Principal MV Shareholder if it gives a notice (a “Preemptive Rights Acceptance”) stating that it is exercising such right, and stating the number of Subject Securities within, or the additional New Securities percentage of, its Proportionate Share with respect which it proposes to purchase is exercising such right, within (a) if the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number Value of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number proposed purchase price of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Agfa’s Proportionate Share of the Ordinary Shares (or securities of Offered Securities exceeds the Company representing the Ordinary Shares) to be offered Threshold as then in effect, six weeks after delivery by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered OIS to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” Principal MV Shareholders of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by Notice relating to such InvestorOffered Securities, to or (b) if the total number Value of Ordinary Shares on an as-converted basis held the proposed purchase price of Agfa’s Proportionate Share of the Offered Securities does not exceed the Threshold, three weeks after delivery by all Shareholders immediately prior OIS to the completion Principal MV Shareholders of a Notice relating to such Offered Securities; provided that, in either case, OIS and the IPOPrincipal MV Shareholders shall cooperate and use their reasonable efforts to enable the Principal MV Shareholders, and each Principal MV Shareholder shall use its reasonable efforts to either exercise its right of first refusal or inform OIS that it will waive such right as promptly as practicable after delivery by OIS of a Notice.

Preemptive Right. (a) If, at any time after the date of this Agreement the Company or any of its Subsidiaries shall propose to issue or sell any Preemptive Securities, then each Eligible Party shall have the right to purchase (or, in the case of a Rollover Holdco Member, to direct Rollover Holdco to purchase in accordance with Section 6.11(a)) from the Company or such Subsidiary, as applicable (the “Preemptive Right”), on the same terms and conditions (including at the same price per Preemptive Security) set forth in the Preemptive Rights Notice (as defined below), up to (i) In the event a percentage of such Preemptive Securities so that the percentage obtained by dividing the number of Preemptive Securities that such Eligible Party is entitled to purchase (or, in the case of a Rollover Holdco Member, to direct Rollover Holdco to purchase in accordance with Section 6.11(a)) by the total number of Preemptive Securities is equal to the Percentage Share of such Member or Rollover Holdco Member, as applicable, plus (ii) any additional Preemptive Securities that such Eligible Party shall be entitled to purchase (or, in the case of a Rollover Holdco Member, to direct Rollover Holdco to purchase in accordance with Section 6.11(a)) pursuant to clause (ii) of Section 1.4(c). Each Eligible Party shall have the right to assign its Preemptive Right to any of its Permitted Transferees. (b) In connection with any Preemptive Right, the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)shall, it shall give each of the Investors by written notice of its intention to issue New Securities (the a “First Participation Preemptive Rights Notice”), describing provide an offer to sell to each Eligible Party that number of Preemptive Securities of any proposed issuance in accordance with Section 1.4(c). Any Preemptive Rights Notice shall include the following: (i) applicable purchase price per Preemptive Security, the aggregate amount of Preemptive Securities offered, the number of Preemptive Securities offered to such Eligible Party in accordance with Section 1.4(a), the proposed closing date, the place and type time for the issuance thereof (which shall be no less than 25 days from the date of New Securitiessuch notice), (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity a summary of the third party to which material rights and obligations of the Company proposes to issue such New Securities; Preemptive Securities and any other material terms and conditions of the offer. (ivc) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) Within 15 days from the date of receipt of any such First Participation a Preemptive Rights Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines Eligible Party wishing to exercise its Preemptive Rights or does not exercise its Right concerning the Preemptive Rights in full in accordance with Section 4.2(i) above, the Company Securities referred to therein shall promptly give deliver written notice (the an “Second Participation Exercise Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: Company setting forth (i) the number of Preemptive Securities that such Eligible Party commits to purchase (or, in the remaining New case of a Rollover Holdco Member, commits to direct Rollover Holdco to purchase in accordance with Section 6.11(a)) (which may be for all or any portion of such Preemptive Securities available for oversubscription offered to such Eligible Party in the Preemptive Rights Notice), and (ii) the list portion (if any) of Oversubscription Participants. Each Oversubscription Participant shall any such Preemptive Securities the other Eligible Parties have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes not committed to purchase (the “Additional Number”). Ifor, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Noticecase of a Rollover Holdco Member, or if the Company has have not consummated the sale of such New Securities within ninety (90committed to direct Rollover Holdco to purchase pursuant to Section 6.11(a)) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities pursuant to the Investors duly given Exercise Notices pursuant to this Section 4.21.4(c) that such Eligible Party commits to purchase (or, in the case of a Rollover Holdco Member, commits to direct Rollover Holdco to purchase in accordance with Section 6.11(a)) (such portion not to exceed such Eligible Party’s Relative Percentage Share of the Preemptive Securities to be purchased (or, in the case of a Rollover Holdco Member, with respect to which a commitment to direct Rollover Holdco to make a purchase in accordance with Section 6.11(a) has been made) by all Eligible Parties pursuant to this clause (ii) of Section 1.4(c)). Any Eligible Party who shall fail to give the Company an Exercise Notice during the foregoing 15-day period after receipt of a Preemptive Rights Notice shall be deemed to have forfeited such Eligible Party’s right to acquire (or, in the case of a Rollover Holdco Member, such Eligible Party’s right to direct Rollover Holdco to acquire in accordance with Section 6.11(a)) the Preemptive Securities offered pursuant to such Preemptive Rights Notice. (ivd) The closing of the issuance or sale of Preemptive Securities with respect to any Eligible Party who shall duly give an Exercise Notice shall occur on the date and at the location specified by the Company. The same terms and conditions (including the same price per Preemptive Security) shall apply to all participants in the issuance of all such Preemptive Securities (except that, in the case of a Rollover Holdco Member, such Rollover Holdco Member shall (without limiting its obligation to make the same representations and warranties and agree to the same covenants and agreements as a participant that is not a Rollover Holdco Member) direct Rollover Holdco to purchase such Preemptive Securities pursuant to Section 6.11(a)). In the event that such a closing does not occur within 120 days of the delivery of a Preemptive Rights Notice, the Company shall repeat the procedure set forth in Sections 1.4(a), 1.4(b) and 1.4(c) with respect to such Preemptive Securities. (e) Notwithstanding anything to the contrary in this Agreement, no Eligible Party (other than a Principal in the event that such Principal’s representation and subject warranty in the Transaction Agreement that he is an “accredited investor” on the date of this Agreement is accurate) shall have a right to the Applicable purchase Preemptive Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each this Section 1.4 if such Major Investor and/or its respective designated Affiliate is entitled topurchase will violate any applicable securities laws (whether or not such violation may be cured by a filing of a registration statement or any other special disclosure, but allowing for any readily available exemptions that do not impose any requirement to provide a disclosure document to investors); provided, however, that in the event applicable securities laws shall change after the date of this Agreement so as a cornerstone investor or as a placee of to provide an exemption therefrom that would be satisfied by providing the IPOEligible Parties with, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) in addition to information otherwise required to be offered provided to them pursuant to this Section 1.4, financial statements otherwise prepared by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered ordinary course of business pursuant to the public (the “IPO Anti-dilution Right”). All shares Section 3.5 or any other information prepared or delivered to any other purchaser of such securities, then the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for use commercially reasonable efforts to obtain such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOexemption.

Preemptive Right. Section 5.1 Subject to the terms and conditions set forth in this Section 5, the Investor has the right to purchase from the Company an amount of any New Securities that the Company may, from time to time, propose to issue and sell up to the Investor’s Ownership Percentage (icalculated as of the date of delivery of such Notice of Issuance) to the extent such New Securities are actually issued. Section 5.2 In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Securities, it shall give each of the Investors Investor written notice of its intention to issue New Securities (the “First Participation Notice”)intention, describing the following: (i) the number and type of New Securities, (ii) Securities and the price and the general terms upon which the Company proposes to issue such New Securities, Securities (iii) the identity a “Notice of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New SecuritiesIssuance”). Each The Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt delivery of any such First Participation Notice, a Notice of Issuance to the Investor to agree to purchase a portion of the New Securities up to such the Investor’s Pro Rata Share Ownership Percentage (calculated as of the date of delivery of such New Securities Notice of Issuance), for the price and upon the terms and conditions specified in the First Participation Notice by giving of Issuance. On or prior to the expiration of such thirty (30) day period, the Investor shall deliver a written notice to the Company, Company stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) by the Investor (the “Preemptive RightsInvestor Response”). If any , which written notice shall be binding on the Company and the Investor fails subject only to so respond the completion of the issuance of New Securities described in writing within such the applicable Notice of Issuance. Section 5.3 The Company shall have 120 days following the earlier of (i) the expiration of the thirty (30) day period, then such period described in Section 5.2 and (ii) the delivery of both the Investor Response and the investor response contemplated by the ▇▇▇▇▇ ▇▇▇ to sell or enter into an agreement to sell the New Securities with respect to which the Investor’s right to purchase its Pro Rata Share was not exercised, at a price and upon terms no more favorable than those specified in the Notice of Issuance. If the Company does not sell such New Securities hereunder shall be forfeited, but such Investor shall not be deemed or enter into an agreement to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of sell such New Securities within ninety (90) such 120-day period after the expiration of the Participation Periodperiod, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors Investor in the manner provided in Section 5.2. Section 5.4 If, at the close of any Business Day following the Original ▇▇▇ Date, the Investor’s Ownership Percentage is less than 10%, then all obligations of the Company pursuant to this Section 4.25 shall immediately terminate. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. 6.1 At any time after the date hereof and subject to the following sentence, if the Company proposes to issue any New Securities for cash (a “Preemptive Right Offering”), the Purchaser shall have the right (but not the obligation) to purchase up to such number of New Securities as required to maintain an Ownership Percentage (i) if the Pricing Condition is met with respect to such Preemptive Right Offering, at the lesser of (a) 15% and (b) its Ownership Percentage immediately prior to such Preemptive Right Offering, or (ii) if the Pricing Condition is not met with respect to such Preemptive Right Offering, its Ownership Percentage immediately prior to such Preemptive Right Offering, in each case, on the same terms and conditions that are applicable to such New Securities, at a price per share or security equal to the price paid by the purchaser(s) in such issuance of New Securities (such shares, the “Preemptive Right Shares”), provided that Purchaser shall not be entitled to acquire Preemptive Right Shares pursuant to this Section 6.1 to the extent that the issuance of such Preemptive Right Shares to Purchaser would require approval of the stockholders of the Company pursuant to the rules and listing standards of the Principal Market, in which the Company may in its discretion consummate the proposed issuance of New Securities in such Preemptive Right Offering to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance with Section 6.3 below). The Purchaser’s right to participate in Preemptive Right Offerings shall terminate following a Termination Event. Notwithstanding the foregoing, the Purchaser may not participate in a Preemptive Right Offering that occurs within six months following a sale or other disposition for value by the Purchaser of any of the shares of Common Stock purchased pursuant to the Common Stock Purchase Agreement. 6.2 In the event that the Company proposes to undertake an issuance of New Securities (in conduct a single transaction or a series of related transactions)Preemptive Right Offering, it shall give each of shall, at least seven (7) Business Days prior to commencing the Investors Preemptive Right Offering, deliver a written notice of its intention to issue New Securities the Purchaser (the a “First Participation Preemptive Right Notice”), describing signed by an officer of the following: Company and (A) stating (i) the number Company’s intention to conduct a Preemptive Right Offering; (ii) the amount and type of New Securities, (ii) the price and the general terms upon which Securities that the Company proposes to issue such New Securitiesissue, and correspondingly, the number of Preemptive Right Shares that the Purchaser is entitled to purchase, and (iii) the identity material terms and conditions of the third party to which proposed issuance, including without limitation, the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share expected price or pricing methodology of such New Securities upon (or (x) if such price is not clearly identifiable, such effective price per share as is reasonably determined by the terms and conditions specified Company in good faith or (y) in the First Participation Notice case of issuance of restricted stock, the fair market value of such restricted stock as determined by giving the Company in the ordinary course in connection with such issuance), and (B) certifying, based on the Company’s reasonable expectation at such time, as to whether the Pricing Condition will be met in respect of such Preemptive Right Offering. Within five (5) Business Days following the receipt of the Preemptive Right Notice, the Purchaser may, by delivery of a written notice of acceptance to the Company, stating therein elect to purchase all, or any portion, of the quantity of New Securities Preemptive Right Shares that the Purchaser is entitled to be purchased (not to exceed such Investor’s Pro Rata Share) (purchase on the “terms indicated in the Preemptive Rights”)Right Notice. If any Investor fails The failure to so respond in writing within such thirty five (305) day period, then such Investor’s right Business Day period by the Purchaser shall constitute a waiver of its rights under Section 6.1 with respect to the purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right affect its rights with respect to any other issuance future issuances of New Securities. (ii) If . Upon the Company’s issuance of any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Right Shares, such Preemptive Rights Right Shares shall be validly issued, fully paid and nonassessable, duly authorized by all necessary corporate action of the Company. Notwithstanding the requirements of this Section 6.2, in full in accordance with Section 4.2(i) abovethe case of an underwritten public offering, the Company shall promptly give written notice (may satisfy its obligations under Section 6 by directing the “Second Participation Notice”) underwriters for such offering to other Investors who exercised in full their allocate Preemptive Right Shares to satisfy any amount requested by Purchaser pursuant to such Preemptive Rights (Offering. 6.3 In the “Oversubscription Participants”) event that the Purchaser is not able to acquire its Preemptive Right Shares pursuant to Section 6.1 because such issuance would require the Company to obtain stockholder approval in accordance respect of the issuance of such Preemptive Right Shares to the Purchaser as a result of the rules and listing standards of the Principal Market, the Company may, in lieu of offering to the Purchaser the right to purchase the applicable portion of the Preemptive Right Shares as set forth above at the time of such Preemptive Right Offering, comply with the provisions of this Section 4.2(i) above, describing 6.3 by making an offer at such reasonable later time to sell to the following: (i) Purchaser the number of Preemptive Right Shares that the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall Purchaser would have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire been entitled to purchase more than its Pro Rata Share under Section 6.1 if such offering occurred at the same time as the offering is effected (subject to obtaining the relevant stockholder approval, if required). In such event, for all purposes of the New Securitiesthis Section 6.3, stating the number of such Preemptive Right Shares that the additional Purchaser shall be entitled to purchase under Section 6.1 shall be determined taking into consideration the actual number of New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified sold in the First Participation Notice, or applicable offering so as to achieve the same economic effect as if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately offer were made prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOapplicable offering.

Preemptive Right. (ia) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which If the Company proposes to issue such New Securities, (iiia “Proposed Issuance”) the identity any capital stock of the third party to which the Company proposes to issue or any securities convertible into, or exercisable or exchangeable for, such New Securities; and capital stock (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) tocollectively, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive RightsOffered Securities”). If ) at any Investor fails time when the holders of all the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share cast a Table of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance Contents majority of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethe Total Voting Power, the Company shall promptly give written notice of the Proposed Issuance to the holders of Class B Common Stock (the “Second Participation Offer Notice”) at least 30 days prior to other Investors who exercised in full their Preemptive Rights (such issuance. Such notice shall describe all the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number material terms and conditions of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participantssuch Proposed Issuance. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date holder of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor Class B Common Stock shall have the right to acquire at the same price and on the same terms and conditions, an additional amount of the Offered Securities so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuance; provided, however, that notwithstanding the foregoing (i) such holder may elect to terminate acquire a lesser number of additional Offered Securities as it may determine in its IPO Anti-dilution Right sole discretion and (ii) if the Offered Securities are, or are convertible into or exercisable or exchangeable for, Class A Common Stock, then in lieu thereof such holder shall be entitled to purchase Class B Common Stock or Offered Securities convertible into or exercisable or exchangeable for Class B Common Stock, as applicable. If any holder of Class B Common Stock fails to accept such offer by written notice received by the Company within fifteen (15) days following the date on which such holder received the Offer Notice, the Proposed Issuance may be consummated free and clear of the preemptive right granted to the holders of Class B Common Stock under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange4.5. Notwithstanding anything the foregoing, if the purchase price for any Proposed Issuance is to be paid in whole or in part other than in cash, then the holders of Class B Common Stock may pay the purchase price in cash in an amount per Offered Security equal to the contrary fair market value of the aggregate non-cash consideration so payable, as reasonably determined in this Agreementgood faith by the Board, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held divided by such Investor, to (b) the total number of Ordinary Shares Offered Securities to be issued without giving effect to the preemptive right granted by this Section 4.5. (b) Notwithstanding the foregoing, the preemptive right granted by this Section 4.5 shall not apply to any Proposed Issuance pursuant to any stock option, restricted stock or employee benefit plan of the Company; provided, however, at the end of each month the Company shall give the holders of Class B Common Stock written notice of all such Proposed Issuances during such month (the “Monthly Offer Notice”) and each holder of Class B Common Stock shall have the right, exercisable by delivering written notice to the Company (each, a “Monthly Exercise Notice”) within fifteen days after the date on which such holder received the Monthly Offer Notice, to purchase for cash a sufficient number of shares of Class B Common Stock so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuances; provided, however, that such holder may elect to acquire a lesser number of such shares of Class B Common Stock as it may determine it its sole discretion. The per share purchase price for any purchase of Class B Common Stock pursuant to a Monthly Exercise Notice shall be (i) if the Class A Common Stock is then listed on a national securities exchange or quoted on an asautomated inter-converted basis held by all Shareholders immediately prior to dealer quotation system, the completion closing price of the IPOClass A Common Stock on the trading day immediately preceding the date on which the Company received the Monthly Exercise Notice or (ii) in all other cases, the fair market value of one share of Class A Common Stock as determined in good faith by the Board.

Preemptive Right. (ia) In The Company hereby grants to each Shareholder (each, a “Preemptive Shareholder”) the event right to purchase its pro rata portion of any new Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company proposes may from time to undertake an issuance of New Securities time propose to issue or sell to any Person. (in a single transaction or a series of related transactions), it b) The Company shall give each written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Preemptive Shareholders within five (5) Business Days following any meeting of the Investors written notice Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of its intention to issue New Securities (the “First Participation Notice”)proposed issuance, describing the following: including: (i) the number and type of New SecuritiesSecurities proposed to be issued and the percentage of the Company’s outstanding Common Stock, on a fully diluted basis, that such issuance would represent; (ii) the price and proposed issuance date, which shall be at least twenty (20) Business Days from the general terms upon which date of the Company proposes to issue such New Securities, Issuance Notice; and (iii) the identity proposed purchase price per share. (c) Each Preemptive Shareholder shall for a period of fifteen (15) Business Days following the third party to which receipt of an Issuance Notice (the Company proposes to issue such New Securities; and (iv“Exercise Period”) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) toto elect irrevocably to purchase, within thirty (30) days from at the date of receipt of any such First Participation purchase price set forth in the Issuance Notice, purchase up the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Stock owned by such Preemptive Shareholder immediately prior to such Investor’s issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Share Portion”) by delivering a written notice to the Company. Such Preemptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Shareholder in writing of the number of New Securities that each Preemptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-Allotment Notice”). Each Preemptive Shareholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Preemptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-Allotment New Securities upon the terms and conditions specified in the First Participation Notice Securities”) by giving written notice to the CompanyCompany setting forth the number of Over-Allotment New Securities that such Exercising Shareholder is willing to purchase within five (5) Business Days of receipt of the Over-Allotment Notice (the “Over-Allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-Allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, stating therein each Exercising Shareholder shall have the quantity right to purchase the number of Over-Allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-Allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails issued or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back sold by the Company with respect to its oversubscription to may be reduced) so long as such number of remaining New Securities equal to the lesser of issuance or sale is closed within sixty (x60) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period days after the expiration of the Participation PeriodOver-Allotment Exercise Period (subject to the extension of such sixty (60) day period for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, then the Company shall not thereafter issue or sell any New Securities without first again first offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything Exercising Shareholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder shall deliver to the contrary in this Agreement, and subject Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the Applicable purchase and sale of New Securities Law, shall take all such other actions as may be reasonably necessary to consummate the Company will grant purchase and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% sale including entering into such additional agreements as may be necessary or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOappropriate.

Preemptive Right. (i) In the event that the Company proposes Subject to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in this paragraph (b), the First Participation Notice Company hereby grants to Omnipoint a preemptive right to purchase its pro rata portion of any shares of Additional Company Capital Stock that the Company issues pursuant to any Issuance in accordance with the following provision (the "Preemptive Right"). (1) The Company shall give to Omnipoint written notice by certified mail (the "Preemptive Right Notice") of any proposed Issuance of Additional Company Capital Stock no later than the time such offer is made to other offerees (the "Offer Date"). Omnipoint shall have fifteen (15) days from the closing of any such Issuance to agree to purchase up to its pro rata portion of such shares of Additional Company Capital Stock issued pursuant to such Issuance for the price and on the terms and conditions as any other purchaser of such shares by giving written notice to the Company, Company and stating therein the quantity of New Securities shares (up to a maximum of its pro rata portion) to be purchased (not purchased. The Company agrees to exceed sell and issue to Omnipoint such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right shares of Additional Company Capital Stock that Omnipoint elects to purchase its Pro Rata Share on the same terms and conditions as any other purchaser of such New Securities hereunder shall be forfeitedshares. For purposes of the Preemptive Right, but Omnipoint's pro rata portion of shares of Additional Company Capital Stock issued pursuant to any Issuance is equal to the number of shares of such Investor shall not be deemed Additional Company Capital Stock that, when added to forfeit any right the number of shares of Company Common Stock issued or issuable to Omnipoint on a Fully-Diluted Basis prior to such Issuance would result in the Omnipoint Post-Issuance Percentage Interest being equal to the Omnipoint Pre-Issuance Percentage Interest. "Omnipoint Pre-Issuance Percentage Interest" means, with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveIssuance, the Company shall promptly give written notice (the “Second Participation Notice”) fraction equal to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list shares of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) toCompany Common Stock issued or issuable to Omnipoint on a Fully-Diluted Basis immediately prior to such Issuance, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds divided by the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the shares of Company Common Stock on a Fully-Diluted Basis outstanding immediately prior to such Issuance. "Omnipoint Post-Issuance Percentage Interest" means with respect to its oversubscription to such number of remaining New Securities any Issuance, the fraction equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription shares of Company Common Stock issued or issuable to Omnipoint on a Fully-Diluted Basis immediately after such Issuance, divided by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares shares of Company Common Stock on an asa Fully-Diluted Basis outstanding immediately after such Issuance. "Fully-Diluted Basis" gives effect, without duplication, to all shares of Company Common Stock outstanding at the time of determination plus all shares of Company Common Stock issuable as if all Additional Company Common Stock had been converted basis held by all the Oversubscription Participants. or exercised (iii) If any change is made to the terms or conditions specified in the First Participation Noticecase of options, warrants or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued other rights exercisable for shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”Common Stock), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee including the effect of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOany Recapitalization Event.

Preemptive Right. (i) In Subject to applicable securities laws and except in connection with the event that issuance of any Excluded Shares, if the Company proposes to undertake an issue Shares, Convertible Securities or Share Purchase Rights (collectively, “New Equity Securities”), the holder of this Warrant and the holder of any Issued Warrant Shares shall have the right to purchase up to its Preemptive Pro Rata Share of all such New Equity Securities. For the purposes of this Section 5.3, each such holder’s “Preemptive Pro Rata Share” shall be the percentage that the number of Warrant Shares held by such holder represents of all Shares on a fully diluted basis immediately prior to the issuance of the New Securities (in a single transaction or a series of related transactions)Equity Securities. If the Company proposes to issue any New Equity Securities, it shall give each the holder of this Warrant and the Investors holder of any Issued Warrant Shares not less than twenty (20) days’ prior written notice of its intention to issue New Securities (the “First Participation Notice”)intention, describing the following: (i) the number New Equity Securities and type of New Securities, (ii) the price and the general other terms and conditions upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securitiessame. Each Investor such holder shall have the right fifteen (but no obligation) to, within thirty (3015) days from the date of following receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right elect to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its holder’s Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Equity Securities by delivering a written notice of its election to the Company within the time period. Notwithstanding the foregoing, the Company shall not be required to offer or sell such New Equity Securities to any holder who would cause the Company to be in violation of applicable securities laws. To the extent any such holder does not elect to purchase its Preemptive Pro Rata Share of all New Equity Securities, stating the number Company shall have one hundred eighty (180) days following the expiration of the additional notice provided above to sell the New Equity Securities it proposes first, to purchase (the “Additional Number”). Ifelecting holders and then, as to any other third parties, at a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal price and upon general terms and conditions not materially more favorable to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions purchasers thereof than specified in the First Participation Notice, Company’s notice to the holders (provided that the sale of all New Equity Securities to a holder or if any third party shall be on the same terms and conditions as those specified in the notice). If the Company has not consummated the sale of sold such New Equity Securities within ninety such one hundred eighty (90180) day period after the expiration of the Participation Periodperiod, then the Company shall not thereafter issue or sell any New Securities Equity Securities, without again first offering such New Securities securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale holders in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOmanner provided above.

Preemptive Right. (i) In the event that Section 5.1 At any time the Company proposes to undertake an issuance of New issue any Securities (in a single transaction or a series of related transactions)transfer any Securities that have been repurchased from the open market and held under the Company’s brokerage account or otherwise held under the Company’s name, it shall give each of the Investors written notice of its intention to issue New Securities including any Common Stock (the “First Participation NoticeNew Securities”), describing the followingother than: (i) the New Issuance Exceptions and (ii) the issuance of Common Stock on a pro rata basis in connection with the payment of any share dividends, the Company shall notify the Investor in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of New Securities, (ii) the price and the general terms upon which Securities to be offered by the Company proposes to issue such New Securities, (iii) the identity and all material terms and conditions of the third party to which proposed offer (including the Company proposes to issue such proposed price or range of prices) per New Securities; and (iv) other matters relating to the New Securities. Each Security. Section 5.2 The Investor shall have the right (but no obligation) toto purchase, or to purchase through an Affiliate, up to a number of New Securities so as to enable the Investor to beneficially hold, after the issue of the New Securities which are the subject to the Issue Notice, a pro rata portion of the New Securities equal to the percentage of the issued and outstanding Common Stock then beneficially owned by the Investor prior to the issuance of the New Securities upon the same terms and conditions set forth in the Issue Notice, by giving written notice to the Company of the exercise of this right within thirty (30) days from the date of Investor’s receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Issue Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive RightsElection Notice”). If any such notice is not given by the Investor fails to so respond in writing within such thirty (30) day perioddays thereof, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such the Investor shall not be deemed to forfeit any right have elected not to exercise its preemptive rights under this ARTICLE V with respect to any other the issuance of New Securitiesdescribed in that specific Issue Notice. Section 5.3 If the Investor (iior its Affiliate) If any Investor fails or declines to exercise exercises its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovepreemptive rights under this ARTICLE V, the Company shall promptly give written notice closing of the purchase of the New Securities with respect to which such right has been exercised (the “Second Participation NoticePreemptive Rights Closing Date”) to other Investors who exercised in full their Preemptive Rights (shall take place at the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number time of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date closing of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share issuance or transfer of the New Securities, stating which may not be earlier than ten (10) Trading Days after the number giving of the additional New Securities it proposes Election Notice, provided that the Preemptive Rights Closing Date may be extended for a maximum of sixty (60) Trading Days to purchase the extent required to comply with applicable Laws (the “Additional Number”including receipt of any required regulatory approvals). IfThe Company and the Investor (or its Affiliate exercising preemptive rights under this ARTICLE V) will use commercially reasonable efforts to secure any required regulatory or shareholder approvals or other consents in a timely manner, as a result thereofand to comply with any applicable Law necessary in connection with the offer, sale and purchase of, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsSecurities. Section 5.4 In the event that the Investor (iiior its Affiliate) If any change is made fails to the terms exercise its preemptive rights under this ARTICLE V within such thirty (30) days period, or conditions specified in the First Participation Notice, or if event that the Company has not consummated Investor fails to consummate the sale purchase of such New Securities within ninety the specified period of time pursuant to Section 5.3 (90) day period after the expiration other than as a result of breach or fault of the Participation PeriodCompany), then the Company shall thereafter be entitled to issue and sell within sixty (60) Trading Days the New Securities not elected to be purchased by the Investor (or its Affiliate) pursuant its preemptive rights to this ARTICLE V, at a price no less than that specified in the Issue Notice, and otherwise upon terms and conditions no more favorable in the aggregate to any purchaser of such New Securities than were specified in the Issue Notice. In the event the Company has not issued and sold such New Securities within such sixty (60) Trading Day period, the Company shall not thereafter offer, issue or sell any such New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to Investor in the contrary manner provided in this AgreementARTICLE V. Section 5.5 In the case of the offering of New Securities for a consideration in whole or in part other than cash, and subject to the Applicable Securities Lawincluding securities acquired in exchange therefor, the Company will grant and issue an option consideration other than cash shall be deemed to each Series F Investorbe the fair value thereof as determined in good faith by the Board; provided, each Investor whose appointee remains a director however, that such fair value as determined by the Board shall not exceed the aggregate market price of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more New Securities being offered as of the total issued shares date the Board authorizes the offering of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPONew Securities.

Preemptive Right. So long as Leucadia National Corporation (i"Leucadia") In beneficially owns at least 20% of the event that Shares sold to them on March 26, 2003, on May 22, 2000 and may be acquired by Leucadia under the Company proposes Purchase Option dated May 22, 2000 ("Purchase Option"), if ISSUER elects to undertake an issuance of sell, for cash, New Securities (in as hereinafter defined) at any time prior to the four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a single transaction or a series fully diluted basis, but based solely on the Shares purchased by Leucadia on Marcy 26, 2003 and under the Subscription Agreement dated May 22, 2000 a▇▇ ▇▇derlying the Purchase Option and not including any additional shares of related transactions), it Common Stock which may be owned by Leucadia. ISSUER shall give each notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the Investors prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its intention desire to issue purchase its permitted number of securities being sold in the proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale, and if SUBSCRIBER does not elect to purchase any of the shares of common stock within said five days, then SUBSRIBER will be deemed to have waived its right to buy such offered shares. For purposes of this Section 8, "New Securities (Securities" means any shares of capital stock of the “First Participation Notice”)ISSUER, describing including Common Stock and preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock of the following: ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the number and type shares of New SecuritiesCommon Stock issuable upon exercise of the Purchase Option as such term is defined under the Subscription Agreement dated May 22, 2000, (ii) securities issuable upon exercise or conversion of securities outstanding on the price and the general terms upon which the Company proposes to issue such New Securitiesdate hereof, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right ISSUER, or issued or issuable to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application banks or other institutional lenders or lessors in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the contrary ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such securities), (v) securities issued for cash, not to exceed $500,000,(excluding shares sold to the Parker family and Leucadia) in any private placement by ISSUER subject ▇▇ ▇▇ agreement entered into within ten business days after the date of this Subscription Agreement (including securities issued upon exercise or conversion of any such securities), or (vi) any issuance of capital stock of the ISSUER upon the exercise or conversion of derivative securities, the issuance of which triggered the pre-emptive rights set forth in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, 8. This provision will be deemed to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion supersede Section 8 "Preemptive Right" of the IPOSubscription Agreement dated May 22, 2000.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities any Interests not currently reflected on Schedule A (including any issuance of Interests in a single transaction or a series of related transactions)connection with (i) any [***], it (ii) [***], and (iii) [***], the Company shall give each of the Investors written notice of its intention to issue New Securities the Members holding Voting Interests (the “First Participation NoticePreemptive Holders”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon on which the proposed Interests will be issued. 12.5.1 Each such Preemptive Holder shall have twenty (20) days from the date of such notice to agree to purchase up to its pro rata share (determined based upon the Interests held by such Preemptive Holder) of such proposed issuance on the terms specified in the notice by giving notice to the Company proposes and stating therein the quantity of such proposed issuance to issue such New Securitiesbe purchased by the Preemptive Holder (the “Preemptive Purchase Notice”). 12.5.2 Each Preemptive Holder may also indicate in its Preemptive Purchase Notice, (iii) if it so elects, its desire to participate in the identity purchase of the third party Interests in excess of its pro rata share if any other Preemptive Holder or Preemptive Holders declines to purchase its pro rata share or purchases less than its full pro rata share. Each Preemptive Holder who so indicates shall be deemed to have agreed to purchase the Interests not purchased by other Preemptive Holders in proportion to their pro rata share. 12.5.3 In the event the Preemptive Holders do not exercise the right of first refusal with respect to the entire proposed offering, the Company shall have ninety (90) days thereafter to sell or enter into agreement (pursuant to which the Company proposes to issue such New Securities; and (iv) other matters relating to sale of the New Securities. Each Investor Interests covered thereby shall have the right (but no obligation) tobe closed, if at all, within thirty (30) days from the date of receipt said agreement) to sell the Interests respecting the portion not purchased by the Preemptive Holders under the right of any such First Participation Notice, purchase up first refusal on the terms no more favorable to such Investor’s Pro Rata Share the purchasers of such New Securities upon the terms and conditions Interests than specified in the First Participation Notice by giving written notice notice. In the event the Company has not sold the Interests or entered into an agreement to sell the Company, stating therein Interests within said ninety (90) day period (or sold and issued Interests in accordance with the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing foregoing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”said agreement), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue any Interests (other than those set forth on Schedule A or sell any New Securities Permitted Issuances), without again first offering such New securities in the manner provided above. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Investors Securities Exchange Act of 1934, as amended. 76 12.5.4 This preemptive right shall terminate upon the closing of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10. 12.5.5 No Preemptive Holder shall be permitted to exercise any rights granted pursuant to this Section 4.2. (iv) Notwithstanding anything to 12.5 unless, at the contrary in this Agreement, time such additional Interests are offered and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered sold by the Company for sale Company, such Preemptive Holder is an accredited investor (as such term is defined in the IPO at Securities Act of 1933 or the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”rules and regulations promulgated thereunder). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. Notwithstanding Borrower's LLC Agreement (ias defined in the Assignment Agreement), upon the assignment of the Membership Interests (as defined in the Assignment Agreement) In to Lender pursuant to SECTION 3(c)(iii), Borrower grants to Lender the event preemptive right to purchase up to Lender's Proportionate Interest (defined below) of any Membership Interests that Borrower may, from time to time, propose to sell to any other person; provided, however, that Lender shall not have any preemptive right with respect to the Company distribution by, or exchange offer of, Borrower of its securities to all of its members of any Membership Interests that is made pro rata, based on the percentage of the outstanding Membership Interests owned by each Assignor (as defined in the Assignment Agreement) and Lender. As used in this Agreement, "PROPORTIONATE INTEREST" means the quotient of the Membership Interests owned by Lender, divided by the total Membership Interests issued and outstanding. If Borrower proposes to undertake an issuance of New Securities (sell securities in a single transaction or a series of related transactions)subject to the preemptive right granted in this Section, it then Borrower shall give each of the Investors Lender written notice (a "PREEMPTIVE RIGHT NOTICE") of its intention to issue New Securities (the “First Participation Notice”)Borrower's intention, describing the following: (i) the number and type of New Securities, (ii) securities to be sold and the price and the general terms upon which the Company Borrower proposes to issue sell such New Securities, securities. If the price specified in the Preemptive Right Notice is payable in whole or in part in property (iii) including without limitation the identity securities of the third party to which the Company proposes to issue such New Securities; and (ivany other issuer) other matters relating to than cash, then Lender shall pay cash in lieu of such property, at the New Securitiesfair market value of such property determined in good faith by Assignors and Lender. Each Investor Lender shall have the right (but no obligation) to, within thirty (30) 15 days from the date the Preemptive Right Notice is given to notify Borrower whether Lender elects to purchase all or any portion of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share Lender's Proportionate Interest of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.for

Preemptive Right. (ia) In Prison Realty shall have a right to purchase securities of the Company in any issuance of securities (the "Additional Securities") by the Company which would otherwise have the effect of reducing Prison Realty's Ownership Percentage. Prison Realty's participation in any such issuance of Additional Securities shall be in a pro-rata amount and on the same terms and conditions as are called for by each future issuance (or as nearly as may be practicable in the event that Prison Realty cannot comply with such terms and conditions). Additional Securities shall not include securities issued on or before the date hereof or securities issued upon the exercise of derivative securities issued on or before the date hereof. (b) If the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Additional Securities, it shall give each of the Investors written Prison Realty notice of its intention to issue New Securities (the “First Participation Notice”)intention, describing the following: (i) the number and type of New Additional Securities, (ii) the price and amount of Additional Securities to be issued, and the general terms and conditions (including closing conditions) upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securitiessame. Each Investor The notice shall also state that Prison Realty shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share giving of such New notice, or such longer period if a longer period is specifically made available to any other purchaser, to agree to purchase Additional Securities for the price and upon the terms and conditions specified in the First Participation Notice notice by giving written notice to the Company, Company and stating therein the quantity of New Additional Securities to be purchased by Prison Realty. (not c) If Prison Realty shall fail to exceed exercise in full such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing right within such thirty (30) day perioddays, then or such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect longer period if specifically made available to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovepurchaser, the Company shall promptly give written notice have one hundred and twenty (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10120) days from thereafter to sell the date of the Second Participation Notice Additional Securities at a price and upon general terms and conditions (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase including closing conditions) no more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal favorable to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions purchasers thereof than specified in the First Participation Notice, or if Company's notice pursuant to Section 1(b) above. If the Company has not consummated sold the sale of such New Additional Securities within ninety such one hundred and twenty (90120) day period after the expiration of the Participation Perioddays, then the Company shall not thereafter issue or sell any New Additional Securities without again first offering such New Securities securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to Shareholders in accordance with the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose provisions of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.Section

Preemptive Right. (ia) In If at any time after the event that Issuance Date the Company proposes desires to undertake an issuance issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of New a public offering registered under the Securities (in a single transaction or a series Act of related transactions1933, as amended), it the Company shall give each a written notice (the "Issuance Notice") to the holders of Class C Shares setting forth the proposed terms of the Investors written notice sale of its intention such Additional Shares and the quantity of Additional Shares to issue New Securities (be issued, the “First Participation Notice”), describing the following: (i) the number proposed issuance date and type of New Securities, (ii) the price and the general terms upon at which the Company proposes to issue such New Securities, (iii) the identity Additional Shares shall be issued. Each of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor holders of Class C Shares shall have the right option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (but no obligationas defined below) to, within thirty (30) days from at the date time of receipt of any such First Participation the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. If any Investor fails Failure by a holder of Class C Shares to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit be a rejection of such option. For a period of 180 days after any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveIssuance Notice, the Company shall promptly give written notice have the right to issue or sell to any Person (the “Second Participation Notice”a "Third Party Buyer") up to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of Additional Shares specified in the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Issuance Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the additional New Securities it proposes same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Ownership Percentage" shall mean the fraction (the “Additional Number”). If, expressed as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fractionpercentage), the numerator of which is the number of Ordinary Class C Shares on an as-converted basis held owned by such Oversubscription Participant holder and the denominator of or which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration sum of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2outstanding Common Shares and outstanding Class C Shares. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. The Company hereby grants to each holder of Notes, shares of Common Stock issuable upon conversion of the Notes, or Amended Purchased Shares a preemptive right to purchase any New Securities (ias defined in the Notes) that the Company may, from time to time, propose to issue and sell; provided, however, that at the time of any such offer or sale holder shall qualify as an “accredited investor” as that term is defined in Rule 501(a) of the 1933 Act. Such preemptive right shall allow each such holder to purchase its pro rata amount or number of the New Securities proposed to be issued (based on the Common Stock equivalents held by or issuable to all holders of Notes, shares of Common Stock issuable upon conversion of the Notes or Amended Purchased Shares). In the event that any other holder of a right to purchase New Securities does not elect to exercise its right so to purchase, the Company shall give all electing holders notice thereof and electing holders shall have the right to purchase such unpurchased New Securities on a pro rata basis until all of the New Securities are purchased, or until no other holder of a right to purchase New Securities desires to purchase any additional New Securities, in which case the Company may sell such unpurchased New Securities to prospective purchasers on the terms described in the notice of proposed issuance for a period of seventy-five (75) days, but thereafter may sell additional New Securities only after delivering another notice as described herein. The preemptive right granted hereunder shall terminate if unexercised within fifteen (15) Business Days after receipt of notice from the Company. Notwithstanding anything contained herein to the contrary, no such notice shall contain any material non-public information. If the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Securities, it shall give each holder of the Investors this preemptive right written notice of its intention to issue New Securities (the “First Participation Notice”)intention, describing the following: (i) the class and number and type of securities it intends to issue as New Securities, the purchase price therefor (iiwhich shall be payable solely in cash) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity same. Each holder of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor preemptive right shall have the right a reasonable time (but no obligationnot to be less than fifteen (15) to, within thirty (30) days Business Days from the date of its receipt of the notice) to elect to purchase all or any such First Participation Notice, purchase up to such Investor’s Pro Rata Share portion of such New Securities for the purchase price and upon the terms and conditions specified in the First Participation Notice notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securitiespurchased. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) Article 14.1 Each of the Parties having ownership of the Joint Venture hereby grants to the other Parties owning an interest in the Joint Venture the right of first refusal to acquire its respective percentage ownership of the Joint Venture. In the event that any of the Company proposes Parties (a “Selling Party”) receives an offer to undertake an issuance purchase all or any portion of New Securities its percentage ownership of the Joint Venture (in a single transaction or a series of related transactionsthe “Offered Interests”), it then the Selling Party shall give immediately notify the other Parties in writing (the “Notice”) of the offer and disclose the terms and conditions thereof, including but not limited to the offered price (the “Offered Price”). The other Parties may, but shall not be obligated to, purchase its pro rata shares of the Offered Interests at the Offered Price. Within sixty (60) days of receipt of the Notice (the “Expiration Date”), each of the Investors written notice Parties desiring to purchase its pro rata portion of the Offered Interests shall notify the Selling Party of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type exercise this right of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”)first refusal. If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines the Parties elect to exercise its Preemptive Rights right of first refusal, then the closing shall occur not later than ninety (90) days after the Expiration Date. If less than all of the Parties elect to exercise the right of first refusal, the exercising Parties shall be entitled to purchase their pro rata portion of the non-exercising Parties. If none of the Parties elects to exercise its right of first refusal or all Parties fail to respond before the Expiration date, then the Selling Party may sell the Offered Interests at the Offered Price to any third party. If such sale does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities occur within ninety (90) day period days after the expiration of the Participation PeriodExpiration Date, then the Company shall not thereafter issue or sell Selling Party must again offer the right of first refusal to all Parties prior to any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2sale. (iv) Notwithstanding anything to Article 15.1 Any amendment of this agreement shall come into force only after a written amendment agreement has been signed by the contrary in this AgreementSino Parties and TNRO, and subject approved by the original examination and approval authority. Article 15.2 In case of a substantive inability by either Party to fulfill the Applicable Securities Lawterms of this agreement, or a decision to not continue operations due to heavy losses as a result of Force Majeure, the Company will grant and issue an option to each Series F InvestorJoint Venture shall be terminated before the date of expiration, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each upon such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered decision being unanimously agreed upon by the Company for sale in Board of Directors, and approved by the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor original examination and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOapproval authority.

Preemptive Right. (i) For so long as any of the Purchasers is the holder of record of any Securities, such Purchaser shall have the right to purchase a pro rata portion of New Equity Securities which the Company, from time to time, proposes to sell or issue. Each such Purchaser's pro rata portion, for purposes of this Section 6.13, is the ratio of the number of Securities which such Purchaser then owns to the total number of shares of Common Stock of the Company then outstanding. In the event that the Company proposes to undertake an issuance or sale of New Equity Securities, the Company shall furnish to each Purchaser which is a holder of record of Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”)such proposal, describing the following: (i) the number and type of New Securities, (ii) Equity Securities and the price and the general terms upon which the Company proposes to issue or sell the same. For a period of fifteen (15) Business Days following the delivery of such New Securitiesnotice by the Company, (iii) the identity of the third party to which the Company proposes shall be deemed to issue have irrevocably offered to sell to each Purchaser which is a holder of Securities such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share Purchaser's pro rata share of such New Equity Securities for the price and upon the terms and conditions specified in the First Participation Notice notice. Each such Purchaser may exercise its purchase rights hereunder by giving written notice to the Company, Company and stating therein the quantity of New Equity Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (purchased. In the “Preemptive Rights”). If event any Investor Purchaser fails to so respond exercise in writing full such Purchaser's purchase right pursuant to this Section 6.13 within such thirty fifteen (3015) day Business Day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after Business Days thereafter to sell the expiration of the Participation PeriodNew Equity Securities with respect to which such purchase right was not exercised, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities at a price and upon terms no more favorable to the Investors purchaser thereof than specified in the Company's notice given pursuant to this Section 4.2. (iv) Notwithstanding anything to 6.13. This Section 6.13 shall be solely for the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director benefit of the Board, each Investor whose appointee remains an Observer Purchasers and each Investor that holds 5% or more their Affiliates (but not any transferee thereof other than Affiliates of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”Purchasers), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)any Interests not currently reflected on Schedule A, it the Company shall give each of the Investors written notice of its intention to issue New Securities the Members holding Voting Interests (the “First Participation NoticePreemptive Holders”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon on which the proposed Interests will be issued. 12.5.1 Each such Preemptive Holder shall have twenty (20) days from the date of such notice to agree to purchase up to its pro rata share (determined based upon the Interests held by such Preemptive Holder) of such proposed issuance on the terms specified in the notice by giving notice to the Company proposes and stating therein the quantity of such proposed issuance to issue such New Securitiesbe purchased by the Preemptive Holder (the “Preemptive Purchase Notice”). 12.5.2 Each Preemptive Holder may also indicate in its Preemptive Purchase Notice, (iii) if it so elects, its desire to participate in the identity purchase of the third party Interests in excess of its pro rata share if any other Preemptive Holder or Preemptive Holders declines to purchase its pro rata share or purchases less than its full pro rata share. Each Preemptive Holder who so indicates shall be deemed to have agreed to purchase the Interests not purchased by other Preemptive Holders in proportion to their pro rata share. 12.5.3 In the event the Preemptive Holders do not exercise the right of first refusal with respect to the entire proposed offering, the Company shall have ninety (90) days thereafter to sell or enter into agreement (pursuant to which the Company proposes to issue such New Securities; and (iv) other matters relating to sale of the New Securities. Each Investor Interests covered thereby shall have the right (but no obligation) tobe closed, if at all, within thirty (30) days from the date of receipt said agreement) to sell the Interests respecting the portion not purchased by the Preemptive Holders under the right of any such First Participation Notice, purchase up first refusal on the terms no more favorable to such Investor’s Pro Rata Share the purchasers of such New Securities upon the terms and conditions Interests than specified in the First Participation Notice by giving written notice notice. In the event the Company has not sold the Interests or entered into an agreement to sell the Company, stating therein Interests within said ninety (90) day period (or sold and issued Interests in accordance with the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing foregoing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”said agreement), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities Interests (other than those set forth on Schedule A), without again first offering such New Securities securities in the manner provided above. 12.5.4 This preemptive right shall terminate upon the closing of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to the Investors Article 10. 12.5.5 No Preemptive Holder shall be permitted to exercise any rights granted pursuant to this Section 4.2. (iv) Notwithstanding anything to 12.5 unless, at the contrary in this Agreement, time such additional Interests are offered and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered sold by the Company for sale Company, such Preemptive Holder is an accredited investor (as such term is defined in the IPO at Securities Act of 1933 or the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”rules and regulations promulgated thereunder). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. ‌ (ia) In The Company hereby grants to each Initial Stockholder and their Permitted Transferees (each, a "Preemptive Stockholder") the event right to purchase its pro rata portion of any new Common Stock (other than any Excluded Securities) (the "New Securities") that the Company proposes may from time to undertake an issuance of New Securities time propose to issue or sell to any party.‌ (in a single transaction or a series of related transactions), it b) The Company shall give each written notice (an "Issuance Notice") of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting of the Investors written notice Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of its intention to issue New Securities (the “First Participation Notice”)proposed issuance, describing the following: including:‌ (i) the number and type of New Securities, Securities proposed to be issued and the percentage of the Company's outstanding Common Stock on a fully diluted basis that such issuance would represent; (ii) the price and proposed issuance date, which shall be at least twenty (20) Business Days from the general terms upon which date of the Company proposes to issue such New Securities, Issuance Notice; and (iii) the identity proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) Business Days following the receipt of an Issuance Notice (the "Exercise Period") have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding held by all of the third party Preemptive Stockholders on such date immediately prior to which such issuance (the "Preemptive Pro Rata Portion") by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable.‌ (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company proposes shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to issue purchase (including, for the avoidance of doubt, where such number is zero) (the "Over-allotment Notice"). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an "Exercising Stockholder") shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a "Non-Exercising Stockholder"), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the "Over-‌ allotment New Securities; and (iv") other matters relating by giving written notice to the Company setting forth the number of Over-allotment New SecuritiesSecurities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the "Over-allotment Exercise Period"). Each Investor Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (but no obligatione) to, The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within thirty (30) days from after the date expiration of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice Over- allotment Exercise Period (subject to the Company, stating therein the quantity extension of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right period for a reasonable time not to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. exceed an additional thirty (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (1030) days from to the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire extent reasonably necessary to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”obtain any Government Approvals). If, as a result thereof, such oversubscription exceeds In the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if event the Company has not consummated the sale of sold such New Securities within ninety (90) day period after the expiration of the Participation Periodsuch time period, then the Company shall not thereafter issue or sell any New Securities without first again first offering such securities to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the contrary in this Agreement, and subject Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the Applicable purchase and sale of New Securities Law, shall take all such other actions as may be reasonably necessary to consummate the Company will grant purchase and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% sale including entering into such additional agreements as may be necessary or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOappropriate.

Preemptive Right. (ia) In Prior to the event that effective date of its Exchange Listing, the Company proposes hereby grants to undertake an issuance of New Securities each Stockholder (in each, a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation NoticePreemptive Stockholder”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes right to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt purchase its pro rata portion of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased new Class B Common Stock (not to exceed such Investor’s Pro Rata Shareother than any Excluded Securities) (the “Preemptive RightsNew Securities”). If any Investor fails ) that the Company may from time to so respond in writing within such thirty (30) day period, then such Investor’s right time propose to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect issue or sell to any other issuance of New Securitiesparty. (iib) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the The Company shall promptly give written notice (the an “Second Participation Issuance Notice”) of any proposed issuance or sale described in Section 4.01(a) to other Investors who exercised in full their the Preemptive Rights Stockholders within five (5) Business Days following any meeting of the “Oversubscription Participants”) in accordance with Section 4.2(i) aboveBoard at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, describing the following: including: (i) the number of the remaining New Securities available for oversubscription proposed to be issued and the percentage of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the list of Oversubscription Participants. Each Oversubscription Participant proposed issuance date, which shall have the right be at least twenty (but no obligation) to, within ten (1020) days from the date of the Second Participation Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Second Participation Exercise Period”) have the right to elect irrevocably to purchase, together with at the First Participation Periodpurchase price set forth in the Issuance Notice, the “Participation Period”), notify the Company amount of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser product of (x) the Additional Number and (y) the product obtained by multiplying (i) the total number of the remaining New Securities available for subscription to be issued by the Company on the issuance date and (ii) a fraction, the numerator of which is fraction determined by dividing (A) the number of Ordinary Shares on an as-converted basis held shares of Class B Common Stock owned by such Oversubscription Participant and the denominator of which is Preemptive Stockholder immediately prior to such issuance by (B) the total number of Ordinary Shares shares of Common Stock outstanding on an as-converted basis held such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by all delivering a written notice to the Oversubscription ParticipantsCompany. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (iiid) If No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any change is made other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the terms Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or conditions specified sale of New Securities described in the First Participation Notice, Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or if sold by the Company has not consummated the may be reduced) so long as such issuance or sale of such New Securities is closed within ninety thirty (9030) day period days after the expiration of the Participation PeriodOver-allotment Exercise Period (subject to the extension of such thirty (30) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, then the Company shall not thereafter issue or sell any New Securities without first again first offering such securities to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the contrary in this Agreement, and subject Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the Applicable purchase and sale of New Securities Law, shall take all such other actions as may be reasonably necessary to consummate the Company will grant purchase and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% sale including entering into such additional agreements as may be necessary or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOappropriate.

Preemptive Right. If the Issuer or any subsidiary proposes to issue to any party other than the Issuer or a wholly owned subsidiary of the Issuer any shares of capital stock or securities exercisable or exchangeable for or convertible into shares of capital stock (“Capital Stock Equivalents”), then the Issuer shall first offer all of such capital stock or Capital Stock Equivalents (the “New Securities”) to the Holder on the terms described herein by delivery of written notice (a “Preemptive Rights Notice”) to the Holder. Each Preemptive Rights Notice shall set forth (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each description of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securitiesbe received in exchange therefor, (iii) the identity number of the third party to which the Company proposes to issue such New Securities; Securities being offered and (iv) any other matters relating to material terms of the New Securitiesproposed issuance. Each Investor Upon receipt of a Preemptive Rights Notice, the Holder shall have the right to purchase (but no obligationor to cause its affiliates to purchase) tofrom the Issuer its pro rata portion (determined on a fully diluted basis of the Issuer’s issued and outstanding securities, including the shares of common stock underlying the outstanding Warrants) of the New Securities, for the purchase price (payable in cash) and upon the other terms and conditions set forth in such Preemptive Rights Notice. If the Holder or its affiliate desires to purchase all or any part of its pro rata portion of the New Securities, the Holder shall deliver a written notice to the Issuer setting forth the number of New Securities that the Holder or affiliate desires to purchase. Such written notice shall be delivered within thirty (30) 10 days from after the date of receipt of any such First Participation the Preemptive Rights Notice by the Holder. Such notice shall, when taken in conjunction with the Preemptive Rights Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase up to such Investorof the Holder’s Pro Rata Share pro rata portion (determined on a fully diluted basis of such the Issuer’s issued and outstanding securities, including the shares of common stock underlying the outstanding Warrants) of the New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity Securities. The closing of each sale of New Securities pursuant to be purchased (not to exceed such Investor’s Pro Rata Share) (this Section shall take place at the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share offices of such New Securities hereunder shall be forfeitedthe Issuer as soon as practicable, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from later than the date of the Second Participation closing of the first sale of New Securities other than pursuant to the Preemptive Rights Notice. Any New Securities that are not purchased as provided in this Section may be sold during the 120-day period following the deadline for acceptance by the Holder of the offer set forth in the Preemptive Rights Notice to any other Person (including other stockholders of the “Second Participation Period”Issuer and/or their affiliates) for the price and upon the terms set forth in the Preemptive Rights Notice. After such 120-day period, together no New Securities may be sold by the Issuer or any subsidiary without again complying with the First Participation Periodrequirements of this Section 2 with regard to such New Securities. Notwithstanding anything herein to the contrary, the provisions of this Section 2 shall not apply to capital stock or Capital Stock Equivalents which are proposed to be and are issued in a Permitted Financing. For purposes of this Section 2, a “Participation Period”)Permitted Financing” shall mean (A) issuances of shares of Common Stock or options to employees, notify the Company of its desire to purchase more than its Pro Rata Share officers, directors or consultants of the New Securities, stating the number Issuer pursuant to any stock or option plan duly adopted by a majority of the additional New Securities it proposes to purchase (the “Additional Number”). Ifindependent, as a result thereof, such oversubscription exceeds the total number non-employee members of the remaining New Securities available Board of Directors of the Issuer or a majority of the members of a committee of independent, non-employee directors established for purchase, each Oversubscription Participant will be cut back by such purpose; (B) issuances of securities upon the Company with respect to its oversubscription to such number exercise or exchange of remaining New Securities equal to or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the lesser of (x) the Additional Number date this Amendment becomes effective; and (yC) the product obtained securities issued pursuant to acquisitions or strategic transactions approved by multiplying (i) the number a majority of the remaining New Securities available for subscription by (ii) independent, disinterested directors, but not including a fraction, transaction with an entity whose primary business is investing in securities or a transaction the numerator primary purpose of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participantsto raise capital. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (ia) In the event that With respect to any issuance or portion thereof (other than an Excluded Issuance, as defined below) by the Company proposes of shares of Common Stock, securities convertible into Common Stock or other equity securities or rights to undertake an acquire such Common Stock or other equity securities (collectively such securities or rights shall be the “New Securities”), MD ▇▇▇▇▇▇▇▇ may elect to subscribe for and purchase for the issuance price offered by the Company a portion of such New Securities sufficient to maintain MD Anderson’s Current Ratio (as defined below) in effect immediately prior to the issuance of the New Securities. (b) The Secretary of the Company shall give MD ▇▇▇▇▇▇▇▇ thirty (30) days written notice before making any sale or offering of New Securities (in a single transaction or a series of related transactions), it and shall give each of the Investors written notice advise MD ▇▇▇▇▇▇▇▇ of its intention rights under this Section 6 to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) participate in such offering. The notice shall describe the price and the general terms upon on which the Company proposes to issue sell, transfer, or otherwise sell or distribute such shares of New Securities together with a calculation of MD Anderson’s Current Ratio and the number of shares it would be allowed to purchase under this Section 6 to maintain MD Anderson’s Current Ratio after such sale was complete. MD ▇▇▇▇▇▇▇▇ then shall have fifteen (15) days after the date of the notice to advise the Company in writing whether MD ▇▇▇▇▇▇▇▇ will exercise its rights hereunder and to deliver payment in full for the shares of New Securities it elects to purchase. If MD ▇▇▇▇▇▇▇▇ fails to deliver payment for its portion of the New Securities within the requisite time period, the Company shall proceed with the offering of such New SecuritiesSecurities according to the plan described in the notice delivered to MD ▇▇▇▇▇▇▇▇ and MD ▇▇▇▇▇▇▇▇, failing to exercise such rights unless otherwise waived by Parent, shall have no further special purchase rights under this Section 6 in connection with such offering or any offering of securities thereafter. (iiic) Notwithstanding any provision hereof to the identity contrary, in lieu of complying with the third party to which provisions of this Section 6, the Company proposes may elect to issue such give notice to MD ▇▇▇▇▇▇▇▇ within thirty (30) days after the issuance of New Securities; . Such notice shall describe the type, price, and (iv) other matters relating to terms of the New Securities. Each Investor MD ▇▇▇▇▇▇▇▇ shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, notice is given to elect to purchase up to such Investorthe number of New Securities that would, if purchased by MD ▇▇▇▇▇▇▇▇, maintain MD Anderson’s Pro Rata Share percentage-ownership position, calculated as set forth in Section 6(b) before giving effect to the issuance of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”)Securities. If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share The closing of such New Securities hereunder sale shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. occur within sixty (ii60) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number days of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire notice is given to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsMD ▇▇▇▇▇▇▇▇. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (i) In the event that If at any time the Company proposes desires to undertake an issuance issue or sell any shares of New Securities its capital stock or securities convertible, exercisable or exchangeable for the Company's capital stock (in a single transaction or a series of related transactions)other than Non-Preemptive Shares) (the "ADDITIONAL SHARES") to any Person, it the Company shall give each a written notice (the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of the Investors written notice sale of its intention such Additional Shares and the quantity of Additional Shares to issue New Securities (be issued, the “First Participation Notice”), describing the following: (i) the number proposed issuance date and type of New Securities, (ii) the price and the general terms upon at which the Company proposes to issue such New Securities, (iii) the identity Additional Shares shall be issued. Each of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Purchasers shall have the right (but no obligation) to, within thirty (30) days from option to purchase the date number of receipt Additional Shares necessary to maintain such Purchaser's percentage of any such First Participation issued and outstanding shares of the Company at the time of the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such Purchaser is entitled to purchase. If any Investor fails Failure by a Purchaser to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit be a rejection of such option. For a period of 180 days after any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveIssuance Notice, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect issue or sell to terminate its IPO Anti-dilution Right under this Section 4.2(ivany Person (a "THIRD PARTY BUYER") immediately before up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company files an A-1 Listing Application than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such Purchaser and such Purchaser shall purchase the Additional Shares that such Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an IPO Initial Public Offering, on Hong Kong Stock Exchange. Notwithstanding anything terms materially less favorable to the contrary Company than as specified in the Issuance Notice, (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this Agreement, for purpose SECTION 5(E). If the Company desires to take any of this Section 4.2(ivthe actions set forth in clauses (ii), “Pro Rata Share” of a Major Investor shall mean the ratio of (aiii) the number of Ordinary Shares on an as-converted basis held by such Investor, to or (biv) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOprior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this SECTION 5(E) shall terminate upon the closing of an Initial Public Offering.

Preemptive Right. Notwithstanding RWC's LLC Agreement (ias defined in the Assignment Agreement), upon the assignment of the Membership Interests (as defined in the Assignment Agreement) In to Lender pursuant to SECTION 3(c)(iv), RWC grants to Lender the event preemptive right to purchase up to Lender's Proportionate Interest (defined below) of any Membership Interests that RWC may, from time to time, propose to sell to any other person; provided, however, that Lender shall not have any preemptive right with respect to the Company distribution by, or exchange offer of, RWC of its securities to all of its members of any Membership Interests that is made pro rata, based on the percentage of the outstanding Membership Interests owned by each Assignor (as defined in the Assignment Agreement) and Lender. As used in this Agreement, "PROPORTIONATE INTEREST" means the quotient of the Membership Interests owned by Lender, divided by the total Membership Interests issued and outstanding. If RWC proposes to undertake an issuance of New Securities (sell securities in a single transaction or a series of related transactions)subject to the preemptive right granted in this Section, it then RWC shall give each of the Investors Lender written notice (a "PREEMPTIVE RIGHT NOTICE") of its intention to issue New Securities (the “First Participation Notice”)RWC's intention, describing the following: (i) the number and type of New Securities, (ii) securities to be sold and the price and the general terms upon which the Company RWC proposes to issue sell such New Securities, securities. If the price specified in the Preemptive Right Notice is payable in whole or in part in property (iii) including without limitation the identity securities of the third party to which the Company proposes to issue such New Securities; and (ivany other issuer) other matters relating to than cash, then Lender shall pay cash in lieu of such property, at the New Securitiesfair market value of such property determined in good faith by Assignors and Lender. Each Investor Lender shall have the right (but no obligation) to, within thirty (30) 15 days from the date the Preemptive Right Notice is given to notify RWC whether Lender elects to purchase all or any portion of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share Lender's Proportionate Interest of such New Securities securities for the identical price and upon the same general terms and conditions specified in the First Participation Notice by giving written Preemptive Right Notice. Such notice to (the Company, stating therein "ELECTION NOTICE") shall be in writing and shall state the quantity of New Securities such securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”)so purchased. If any Investor fails to so respond in writing within such thirty (30) day periodLender does not timely deliver an Election Notice, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder it shall be forfeited, but such Investor shall not be deemed to forfeit any right have waived its preemptive rights with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovesuch sale, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated provided that RWC consummates the sale of such New Securities within ninety (90) day period 180 days after the expiration of such 15 day period at a price equal to or greater than the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale price specified in the IPO at the same offering price per share at which the securities offered in the IPO are being offered Preemptive Right Notice given to the public (the “IPO Anti-dilution Right”). All shares of the Company held Lender by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor RWC under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOSection.

Preemptive Right. (i) In the event that If at any time the Company proposes desires to undertake an issuance issue or sell any shares of New Securities its capital stock or securities convertible, exercisable or exchangeable for the Company's capital stock (in a single transaction or a series of related transactions)other than Non-Preemptive Shares) (the "ADDITIONAL SHARES") to any Person, it the Company shall give each a written notice (the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of the Investors written notice sale of its intention such Additional Shares and the quantity of Additional Shares to issue New Securities (be issued, the “First Participation Notice”), describing the following: (i) the number proposed issuance date and type of New Securities, (ii) the price and the general terms upon at which the Company proposes to issue such New Securities, (iii) the identity Additional Shares shall be issued. Each of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Purchasers shall have the right (but no obligation) to, within thirty (30) days from option to purchase the date number of receipt Additional Shares necessary to maintain such Purchaser's percentage of any such First Participation issued and outstanding shares of the Company at the time of the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such Purchaser is entitled to purchase. If any Investor fails Failure by a Purchaser to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit be a rejection of such option. For a period of 180 days after any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveIssuance Notice, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect issue or sell to terminate its IPO Anti-dilution Right under this Section 4.2(ivany Person (a "THIRD PARTY BUYER") immediately before up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company files an A-1 Listing Application than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such Purchaser and such Purchaser shall purchase the Additional Shares that such Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the -12- <PAGE> issuance described in the Issuance Notice, each Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an IPO Initial Public Offering, on Hong Kong Stock Exchange. Notwithstanding anything terms materially less favorable to the contrary Company than as specified in the Issuance Notice, (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this Agreement, for purpose SECTION 5(E). If the Company desires to take any of this Section 4.2(ivthe actions set forth in clauses (ii), “Pro Rata Share” of a Major Investor shall mean the ratio of (aiii) the number of Ordinary Shares on an as-converted basis held by such Investor, to or (biv) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOprior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this SECTION 5(E) shall terminate upon the closing of an Initial Public Offering.

Preemptive Right. (ia) In the event that the Company If Holdings proposes to undertake an issue any additional voting securities, including voting securities issued upon exercise, conversion or exchange of any other securities (collectively, “New Securities”), Holdings shall, to the extent reasonably practicable, prior to consummating the issuance of the New Securities (in a single transaction or a series and if not reasonably practicable, then within ten days following consummation of related transactionssuch issuance), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Holdings Notice”) to PMI, stating the number of New Securities, the price per share, the terms of payment and all other Investors who exercised terms and conditions on which Holdings proposes to make or has made such issuance; it being understood that (i) the issuance of securities that are exercisable for or convertible or exchangeable into voting securities shall not be deemed an issuance of the underlying voting securities until such exercise, conversion or exchange, (ii) New Securities shall not include securities issuable in full their Preemptive Rights connection with any stock split, stock dividend or recapitalization of Holdings where such securities are issued to all shareholders of Holdings on a proportionate basis and (iii) in the case of a proposed public offering as to which the price is not known as of the time the Holdings Notice is given, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. With respect to any such issuance of New Securities, PMI shall have, as hereinafter provided, the option to purchase from Holdings for cash up to the number of securities of the same class and/or series as the New Securities such that after giving effect to the issuance of New Securities (including the issuance to PMI pursuant to the preemptive rights in this Section 5(a) and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance) PMI’s Voting Percentage would equal PMI’s Voting Percentage calculated without giving effect to the issuance of New Securities and any related issuance resulting from the exercise of preemptive rights with respect to the same issuance, in each case at the price per share and on the other terms stated in the Holdings Notice (except that (i) if the New Securities are issued for consideration other than cash, PMI shall pay the Fair Market Value thereof and (ii) if the Holdings Notice sets forth a range of prices, PMI shall have the option to purchase the applicable portion of the New Securities at the price the New Securities are sold to the public in connection with such public offering, it being understood, however, that in the event such price falls outside the range set forth in the Holdings Notice, the Company shall again comply with this Section 5 prior to issuing the New Securities). In the case of a proposed public offering as to which the price is not known as of the time the Holdings Notice is given, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. Notwithstanding anything herein to the contrary, with respect to any issuances of New Securities pursuant to the exercise of options, rights or other awards under any employee, officer or director benefit plans or arrangements, (i) the Holdings Notice shall only be required within ten days following each December 31 and shall be made in respect of all such issuances made during the preceding one year period ending on such December 31 (except with respect to the first such notice after the Effective Date, which shall relate only to issuances made during the period from the Effective Date through such December 31) and (ii) the price per share of the New Securities shall be deemed to be the average closing price for such New Securities for the 30-trading period ending on the relevant December 31; provided, however, that if no such average closing price is available because the New Securities are not publicly traded or otherwise, the price per share shall be the Fair Market Value of the New Securities measured on December 31. (b) PMI’s option with respect to the purchase of such securities shall be exercisable by a written notice from PMI (the “Oversubscription ParticipantsPurchase Notice”) given to Holdings within twenty (20) days after the receipt of the Holdings Notice. The Purchase Notice shall state the number of securities as to which PMI elects to exercise its option, which number may be less than the number to which it is entitled to subscribe under this Section 5. If, for any reason, the issuance of New Securities is not consummated, PMI’s right to purchase additional securities in connection with such issuance shall lapse, subject to PMI’s ongoing subscription right in connection with issuances of New Securities at later dates or times. (c) In the event that PMI elects to purchase some or all of the securities it is entitled to purchase under this Section 5, PMI and Holdings shall use their reasonable efforts to secure any Governmental Authorization required, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are reasonably necessary or appropriate in connection therewith and to consummate the purchase of such securities as promptly as practicable. At such closing, the date of which shall be designated by PMI but which shall be no later than fifteen days after the date of receipt of the last to be obtained of any approval of any Governmental Authority required for such purchase, PMI shall pay the purchase price for such securities and Holdings shall issue such securities to PMI. Holdings represents and covenants to PMI that upon such issuance, such securities shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of Holdings of the same type are at the time already approved) for listing or quotation on the principal trading market for the securities of Holdings at the time of issuance and upon delivery thereof, such shares shall be free and clear of any lien, mortgage, lease, charge, pledge, security interest, covenant, condition, restriction or other encumbrance of any kind, and PMI shall deliver payment in full for such securities as determined in accordance with this Section 4.2(i5. (d) aboveFor the purposes of this Section 5, describing “Fair Market Value” means, in connection with any New Securities, (i) if such New Securities are listed on a securities exchange (or quoted in a securities quotation system), the followingaverage closing sale price of such New Securities on such exchange (or in such quotation system), or, if such New Securities are listed on (or quoted in) more than one exchange (or quotation system), the average closing sale price of the New Securities on the principal securities exchange (or quotation system) on which such New Securities are then traded, or, if such New Securities are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such New Securities in such market, in each case for the five trading days immediately preceding the date of any issuance of securities described in Section 5(a), or (ii) if no such closing sales prices or quotations are available because such New Securities are not publicly traded or otherwise, the fair value of such New Securities, as of a date within the thirty days immediately preceding the issuance of New Securities described in Section 5(a), as determined in good faith by agreement between PMI and Holdings; provided, however, that if PMI and Holdings fail to agree in writing upon the value of such New Securities within twenty days after the first request to make such a determination, then each of PMI and Holdings shall select a nationally recognized investment banking firm to make such determination on such party’s behalf within ten days after the expiration of such twenty day period. Each investment banking firm shall be required to make such determination no later than twenty days after the expiration of the ten day period. Each of PMI and Holdings shall pay all of the fees and expenses of the investment banking firm selected by it and each of PMI and Holdings shall make available to any investment banking firms involved in such process such information as is reasonably necessary to reach a determination of Fair Market Value. Each investment banking firm shall determine its proposed fair market value of such New Securities. If the proposed fair market values determined by the investment banking firms are within ten percent of each other, then “Fair Market Value” shall mean the average of such proposed fair market values. If the proposed fair market values are not within ten percent of each other, then the investment banking firms shall, no later than ten days after the determination of such proposed fair market values, select a third nationally recognized investment banking firm (the “Neutral Firm”), which shall be paid for equally by both PMI and Holdings. Such Neutral Firm shall propose a fair market value for such New Securities no later than twenty days after the date on which such firm is selected. If: (i) the number fair market value proposed by the Neutral Firm is higher than the fair market value proposed by the other investment banking firms, then “Fair Market Value” shall mean the higher of the remaining New Securities available for oversubscription and two fair market values proposed by the other investment banking firms; (ii) the list of Oversubscription Participants. Each Oversubscription Participant proposed fair market value determined by the Neutral Firm is lower than the fair market values proposed by the other investment banking firms, then “Fair Market Value” shall have mean the right (but no obligation) to, within ten (10) days from the date lower of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back two fair market values proposed by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number other investment banking firms; and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change the fair market value proposed by the Neutral Firm is made to between the terms or conditions specified in fair market values proposed by the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Periodother investment banking firms, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata ShareFair Market Value” of a Major Investor shall mean the ratio of (a) fair market value proposed by the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPONeutral Firm.

Preemptive Right. Notwithstanding Borrower's LLC Agreement (ias defined in the Assignment Agreement), upon the assignment of the Membership Interests (as defined in the Assignment Agreement) In to Lender pursuant to SECTION 3(c)(iii), Borrower grants to Lender the event preemptive right to purchase up to Lender's Proportionate Interest (defined below) of any Membership Interests that Borrower may, from time to time, propose to sell to any other person; provided, however, that Lender shall not have any preemptive right with respect to the Company distribution by, or exchange offer of, Borrower of its securities to all of its members of any Membership Interests that is made pro rata, based on the percentage of the outstanding Membership Interests owned by each Assignor (as defined in the Assignment Agreement) and Lender. As used in this Agreement, "PROPORTIONATE INTEREST" means the quotient of the Membership Interests owned by Lender, divided by the total Membership Interests issued and outstanding. If Borrower proposes to undertake an issuance of New Securities (sell securities in a single transaction or a series of related transactions)subject to the preemptive right granted in this Section, it then Borrower shall give each of the Investors Lender written notice (a "PREEMPTIVE RIGHT NOTICE") of its intention to issue New Securities (the “First Participation Notice”)Borrower's intention, describing the following: (i) the number and type of New Securities, (ii) securities to be sold and the price and the general terms upon which the Company Borrower proposes to issue sell such New Securities, securities. If the price specified in the Preemptive Right Notice is payable in whole or in part in property (iii) including without limitation the identity securities of the third party to which the Company proposes to issue such New Securities; and (ivany other issuer) other matters relating to than cash, then Lender shall pay cash in lieu of such property, at the New Securitiesfair market value of such property determined in good faith by Assignors and Lender. Each Investor Lender shall have the right (but no obligation) to, within thirty (30) 15 days from the date the Preemptive Right Notice is given to notify Borrower whether Lender elects to purchase all or any portion of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share Lender's Proportionate Interest of such New Securities securities for the identical price and upon the same general terms and conditions specified in the First Participation Notice by giving written Preemptive Right Notice. Such notice to (the Company, stating therein "ELECTION NOTICE") shall be in writing and shall state the quantity of New Securities such securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”)so purchased. If any Investor fails to so respond in writing within such thirty (30) day periodLender does not timely deliver an Election Notice, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder it shall be forfeited, but such Investor shall not be deemed to forfeit any right have waived its preemptive rights with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovesuch sale, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated provided that Borrower consummates the sale of such New Securities within ninety (90) day period 180 days after the expiration of such 15 day period at a price equal to or greater than the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale price specified in the IPO at the same offering price per share at which the securities offered in the IPO are being offered Preemptive Right Notice given to the public (the “IPO Anti-dilution Right”). All shares of the Company held Lender by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor Borrower under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOSection.

Preemptive Right. (i) In At the event that time of any future issuance and sale of membership interests in the Company proposes pursuant to undertake an issuance of any future offerings to raise capital for the Company (the "New Securities (in a single transaction or a series of related transactionsSecurities"), it the Company shall give offer to each of the Investors Preferred Shareholder by written notice the right, for a period of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from days, to purchase for cash at an amount equal to the price or other consideration for which the New Securities are to be issued, a number of the New Securities so that, after giving effect to such issuanc e, such Preferred Shareholder will continue to maintain his same Percentage Interest in the Company as of the date of receipt such notice (the "Preemptive Right"); provided, -------- however, that the Preemptive Right of any such First Participation Notice, purchase up the Preferred Shareholders shall not apply ------- to such Investor’s Pro Rata Share of such the New Securities upon which are (A) Series C Common Shares issued to employees or consultants of the terms Company in connection with services they provide to the Company; (B) issued to pursuant to an acquisition, merger, consolidation or similar business combination transaction and conditions specified in the First Participation Notice by giving (C) issued pursuant to a public offering. The Company's written notice to the Preferred Shareholders shall describe the New Securities proposed to be issued by the Company and specify the number, price and payment terms. Each Preferred Shareholder may accept the Company, stating therein 's offer as to the quantity full number of New Securities offered to be purchased (not it or any lesser number, by written notice thereof given by it to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails Company prior to so respond in writing within such the expiration of the aforesaid thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, which event the Company shall promptly give written notice (sell and such Preferred Shareholder shall buy, upon the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) aboveterms specified, describing the following: (i) the number of the remaining New Securities available for oversubscription securities June 17, 1998 agreed to be purchased by such Preferred Shareholder. The Company shall be free to offer and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire sell to purchase more than its Pro Rata Share of the New Securities, stating any third party or parties the number of the additional New Securities it proposes not purchased by any Preferred Shareholder, at a price and on payment terms no less favorable to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to than those specified in such number notice of remaining New Securities equal offer to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsPreferred Shareholders. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. 7.1 If the Corporation wishes to issue new Shares, subscription rights or other securities (ithe "Securities"), it shall advise all the Shareholders in writing of the terms, prices and conditions of said issue (the "Subscription Offer") at least fifteen (15) days before the date of this issue. The Shareholders shall then have the right, within this fifteen (15) day deadline, to subscribe to and purchase the Securities that shall thus be issued on a Proportional Basis. 7.2 In the event that a Shareholder to whom the Company proposes to undertake an issuance Subscription Offer has been made does not advise the Corporation in writing, within the prescribed deadline, of New Securities (in a single transaction its acceptance or a series of related transactions)refusal, it shall give each be deemed to have refused it. 7.3 In the event that one or more of the Investors written notice Shareholders does not take advantage of its intention the Subscription Offer in whole or in part, it shall accrue in favour of the other Shareholders who may exercise their subscription right to issue New the Securities (the “First Participation Notice”"Additional Subscription Offer"), describing the following: . They shall then have an additional deadline of fifteen (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (3015) days from following the date notice given by the Corporation to this effect, to take advantage of receipt this accrual, by means of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving a written notice to this effect addressed to the CompanyCorporation, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder failing which they shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securitieshave refused the Additional Subscription Offer. (ii) 7.4 If any Investor fails or declines these other Shareholders do not wish to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovetake advantage of the Additional Subscription Offer, the Company shall promptly give written notice (Corporation may issue the “Second Participation Notice”) unsubscribed Securities to other Investors persons who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number are not shareholders of the remaining New Corporation, but at the same prices and conditions (including payment of the price in cash). 7.5 If the Securities available for oversubscription and that the Corporation thus intends to issue have not been issued within a ninety (ii90) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) today deadline, within ten (10) days calculated from the date of the Second Participation Notice (Subscription Offer, the “Second Participation Period”, together Corporation shall again and on each occasion comply with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share provisions of the New foregoing Articles 7.1 to 7.4, before proceeding with any issue of Securities. 7.6 The Corporation shall not be bound to issue fractions of Securities, stating it being understood that in the event that it proposes to effect a new issue, the number of the additional New Securities that it proposes to purchase (issue shall permit the “Additional Number”). If, as subscription by each Shareholder to a result thereof, such oversubscription exceeds the total sufficient number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to permit it to maintain the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director Proportional Basis of the Board, each Investor whose appointee remains an Observer and each Investor Shares that it holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares time of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOsaid issue.

Preemptive Right. (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreementthese Articles, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreementthese Articles, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPO.

Preemptive Right. (ia) In If, at any time after the event date of this Agreement, the Board determines in good faith that the Company proposes should seek additional capital by equity financing, the Company may seek such additional equity capital and propose to undertake an issuance of New issue or sell any Preemptive Securities (in to a single transaction third party or a series Qualified Member (or any Affiliate thereof, including, in the case of related transactions)TAO, it shall give each of the Investors written notice MSGE or any of its intention Subsidiaries) in compliance with the terms of this Section 1.4. Each Qualified Member shall have the right, but not the obligation, to issue New Securities purchase from the Company (the “First Participation Preemptive Right”), on the same terms and conditions (including at the same price per Preemptive Security) set forth in the Preemptive Rights Notice (as defined below) and before any third party, up to its pro rata portion of such Preemptive Securities so that the percentage obtained by dividing the number of Preemptive Securities that such Qualified Member is entitled to purchase by the total number of Preemptive Securities is equal to the Percentage Share of such Qualified Member. Each Qualified Member shall have the right to assign its Preemptive Right to any of its Permitted Transferees without the consent of the Company or any other Members. (b) In connection with any Preemptive Right, the Company shall, by written notice and before binding discussions with any third party (a “Preemptive Rights Notice”), describing provide an offer to sell to each Qualified Member that number of Preemptive Securities of any proposed issuance in accordance with Section 1.4(c). Any Preemptive Rights Notice shall include the following: (i) applicable purchase price per Preemptive Security, the aggregate amount of Preemptive Securities offered, the number of Preemptive Securities offered to such Qualified Member in accordance with Section 1.4(a), the proposed closing date and type time for the issuance thereof (which shall be no less than twenty-five (25) days from the date of New Securitiessuch notice), (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity a summary of the third party to which material rights and obligations of the Company proposes to issue such New Securities; Preemptive Securities and any other material terms and conditions of the offer. (ivc) other matters relating to the New Securities. Each Investor shall have the right Within twenty (but no obligation) to, within thirty (3020) days from the date of receipt of any such First Participation a Preemptive Rights Notice, any Qualified Member wishing to exercise its Preemptive Right concerning the Preemptive Securities referred to therein shall deliver written notice (an “Exercise Notice”) to the Company setting forth the number of Preemptive Securities that such Qualified Member commits to purchase up (which may specify that such Qualified Member commits to such Investor’s Pro Rata Share purchase a number of such New Preemptive Securities upon the terms and conditions specified in excess of its pro rata share (based on its Percentage Share) in the First Participation event any other Qualified Member(s) fail(s) to give an Exercise Notice by giving written notice for the entire amount of Preemptive Securities it is entitled to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”purchase hereunder). If any Investor Any Qualified Member that fails to so respond in writing within give the Company an Exercise Notice during the foregoing twenty (20)-day period after receipt of a Preemptive Rights Notice shall be deemed to have forfeited such thirty (30) day period, then such InvestorQualified Member’s right to purchase its Pro Rata Share acquire the Preemptive Securities offered pursuant to such Preemptive Rights Notice. (d) The closing of such New the issuance or sale of Preemptive Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Qualified Member that duly gives an Exercise Notice shall occur on the date and at the place specified by the Company in the Preemptive Rights or Notice. In the event that such a closing does not exercise its occur within one hundred and twenty (120) days of the delivery of a Preemptive Rights in full in accordance with Section 4.2(i) aboveNotice, the Company shall promptly give written notice (repeat the “Second Participation Notice”) to other Investors who exercised procedure set forth in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”Sections 1.4(a), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company 1.4(b) and 1.4(c) with respect to its oversubscription such Preemptive Securities. Subject to Section 4.1(d)(iii), any such number of remaining New Preemptive Securities equal that are not acquired by any Qualified Members may be issued to a third party on substantially the lesser of same terms and conditions (xincluding the same price per Preemptive Security) as those set forth in the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription ParticipantsPreemptive Rights Notice. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (ive) Notwithstanding anything to the contrary in this Agreement: (i) no Qualified Member (or other Person) shall have a right to purchase Preemptive Securities pursuant to this Section 1.4 if such purchase would violate any applicable securities laws (whether or not such violation may be cured by a filing of a registration statement or any other special disclosure, but allowing for any available exemptions that do not impose any requirement to provide a disclosure document to the general public); provided, however, that in the event applicable securities laws change after the date of this Agreement so as to provide an exemption therefrom that would be satisfied by providing the Qualified Members with, in addition to information otherwise required to be provided to them pursuant to this Section 1.4, financial statements otherwise prepared by the Company in the ordinary course of business pursuant to Section 3.5 or any other information prepared or delivered to any other purchaser of such securities, then the Company shall use commercially reasonable efforts to obtain such exemption; and (ii) (x) in the event there is a Cash Flow Deficiency or Credit Agreement Default pursuant to clause (i) of the definition of such term, the time periods referred to in this Section 1.4 shall be reduced to the minimum extent necessary so that such Cash Flow Deficiency or Credit Agreement Default shall not occur and such periods shall in any event expire at least five (5) Business Days prior to the actual occurrence of such Cash Flow Deficiency or Credit Agreement Default pursuant to clause (ii) of the definition of such term; provided, however, that subject to the Applicable Securities Lawforegoing, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled toTAO, as a cornerstone investor or as a placee of applicable, shall use commercially reasonable efforts to comply with the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose terms of this Section 4.2(iv1.4 under a revised timeline, and (y) in the event the applicable Cash Flow Deficiency or Credit Agreement Default pursuant to clause (ii) of the definition of such term, has already occurred (and has not been cured), “Pro Rata Share” the time periods referred to in this Section 1.4 shall not in any way delay the Board’s actions to cure such Cash Flow Deficiency or Credit Agreement Default in accordance with the other terms of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOthis Section 1.4.

Preemptive Right. (i) In the event that Prior to any issuance by the Company proposes (other than pursuant to undertake the Warrants) of any shares of a particular class of capital stock to any Person (an issuance of New Securities (in a single transaction or a series of related transactions"Offeree"), it after the date hereof (a "Proposed Issuance"), the Company will offer to sell to each Stockholder a number of such securities (the "Offered Shares") necessary to ensure that such Stockholder's Ownership Ratio with respect to such class of capital stock immediately after the Proposed Issuance (including the Offered Shares) is equal to the Ownership Ratio immediately prior to the Proposed Issuance; provided that neither (A) the issuance by the Company of shares to any member of Management within 2 years of the Closing Date nor (B) the reissuance to Management by the Company of shares which were repurchased by the Company shall be a Proposed Issuance. The Company shall give each of the Investors Stockholder at least 10 business days prior written notice of its intention to issue New Securities (any Proposed Issuance, which notice shall disclose in reasonable detail the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the proposed terms and conditions specified in of such issuance (the First Participation Notice "Issuance Notice"). Each Stockholder will be entitled to elect to purchase all or any of the Offered Shares for the same consideration and otherwise on the same terms as the Offeree by giving delivery of a written notice to the Company, stating therein Company within 5 business days after delivery of the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Issuance Notice (the “Preemptive Rights”"Election Notice"). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right Stockholder elects to purchase its Pro Rata Share any Offered Shares, the sale of such New Securities hereunder the Offered Shares shall be forfeitedconsummated at the same time as the Proposed Issuance or 20 business days after the delivery of the Election Notice, but such Investor shall whichever occurs later. The rights granted in this Section 5 are exercisable by the Stockholders and their Permitted Transferees alone and are not be deemed to forfeit any right transferable or assignable in connection with a sale of capital stock or otherwise. This Section 5 will terminate automatically with respect to any other issuance particular Stockholder, and be of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription no further force and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company effect with respect to its oversubscription such Stockholder, upon the earlier to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number occur of the remaining New consummation of an underwritten public offering registered under the Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration Act of the Participation Period, then the Company shall not thereafter issue Common Stock or sell any New Securities without again first offering such New Securities Stockholder ceasing to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director own at least 50% of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of capital stock owned by it on the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOdate hereof.

Preemptive Right. (i) In the event that If at any time the Company proposes desires to undertake an issuance issue or sell any shares (the "ADDITIONAL SHARES") of New Securities its capital stock that entitle the holder thereof to voting rights (in a single transaction or a series of related transactions)other than Non-Preemptive Shares) to any Person, it the Company shall give each a written notice (the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of such Additional Shares and the quantity of Additional Shares to be issued, the issuance date and the price at which such Additional Shares shall be issued. Each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Purchasers shall have the right (but no obligation) to, within thirty (30) days from option to purchase the date number of receipt Additional Shares necessary to maintain such Purchaser's percentage of any such First Participation issued and outstanding voting shares of the Company at the time of the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an unconditional agreement to purchase all (and not less than all) of the Additional Shares to which such Purchaser is entitled to purchase. If any Investor fails Failure by a Purchaser to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect be a rejection of such option. At the option of the Company, within 14 days of Company's receipt of the Response Notice or at the time of the closing of the sale of Additional Shares to any other issuance of New Securities. (ii) If any Investor fails or declines Persons pursuant to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethe next sentence, the Company shall promptly give written notice (sell to such Purchaser and such Purchaser shall purchase the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire Additional Shares that such Purchaser agreed to purchase more than its Pro Rata Share of in the New SecuritiesResponse Notice, stating at the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number price and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified set forth in the First Participation Issuance Notice, or if the Company has not consummated the sale . For a period of such New Securities within ninety (90) day period 270 days after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities LawIssuance Notice, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect issue or sell to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything any Person up to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Additional Shares on an as-converted basis held by such Investor, to (b) specified in the total Issuance Notice less the number of Ordinary Additional Shares pursuant to duly tendered Response Notices at a price and on an as-converted basis held by all Shareholders immediately prior terms not materially less favorable to the completion Company than as specified in the Issuance Notice. If the Company desires to issue or sell Additional Shares, (i) after such 270-day period, (ii) on terms materially less favorable to the Company than as specified in the Issuance Notice or (iii) in a quantity greater than as specified in the previous sentence, the Company must again comply with this Section 5(g). The rights and obligations of the IPOparties pursuant to this Section 5(g) shall terminate upon the closing of an Initial Public Offering.

Preemptive Right. (ia) In the event that the The Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give each of the Investors Holder written notice of its the Company's intention to issue New issue, sell or distribute Additional Securities (as defined in Section 14(f) below) (the “First Participation Notice”"ISSUANCE NOTICE"), describing the following: (i) the number and type of New Additional Securities, (ii) the price at which the Additional Securities will be issued or sold and the general terms upon which the Company proposes to issue such New issue, sell or distribute the Additional Securities, including the anticipated date of such issuance, sale or distribution and the general use of proceeds thereof. (iiib) Each Holder shall have 15 Business Days from the identity date it receives the Issuance Notice to agree to purchase all or any portion of its Pro Rata Portion (as defined in Section 14(e) below) of such Additional Securities by giving written notice to the Company of its desire to purchase Additional Securities (the "RESPONSE NOTICE") and stating therein the quantity of Additional Securities to be purchased. Subject to the last sentence of this subdivision, such Response Notice shall constitute the irrevocable agreement of such Holder to purchase the quantity of Additional Securities indicated in the Response Notice at the price and upon the terms stated in the Issuance Notice; PROVIDED, HOWEVER, that if the Company is proposing to issue, sell or distribute Additional Securities for consideration other than all cash, and subject to the limitations on the rights set forth in Section 14(h), the Company shall accept from such Holder either non-cash consideration which is reasonably comparable to the non-cash consideration proposed by the Company or the cash value of such non-cash consideration. Any purchase by a Holder of Additional Securities shall be consummated on or prior to the later of the date on which all other Additional Securities described in the applicable Issuance Notice are issued, sold or distributed or the tenth Business Day following delivery of the Response Notice by such Holder. In the event that less than 80% of all Additional Securities proposed to be sold by the Company, as set forth in the Issuance Notice, are subscribed for in the aggregate by the Holders (or by third party parties pursuant to which Section 14(d) below within 180 days of the Company proposes date of the Issuance Notice), the irrevocable agreement of Holders to issue such New Securities; and purchase the Additional Securities subscribed for shall become fully revocable. (ivc) other matters relating to the New Securities. Each Investor Holder shall have the further right to subscribe for such portion of the Additional Securities to which it may become entitled to purchase under this Section 14(c). The Response Notice may set forth a number of Additional Securities (but no obligation"REALLOTMENT SECURITIES") tothat such Holder elects to purchase in the event that there is any undersubscription for the entire amount of all Holders' Pro Rata Portions of the Additional Securities. In the event there is an undersubscription by the Holders for any portion of the aggregate Additional Securities offered, within thirty the Company shall apportion the unsubscribed for Additional Securities to those Holders whose Response Notices specified an amount of Reallotment Securities, which apportionment shall be on a pro rata basis among such Holders in accordance with the number of Reallotment Securities specified by all such Holders in their Response Notices. (30d) The Company shall have 180 days from the date of receipt the Issuance Notice to consummate the proposed issuance, sale or distribution of the Additional Securities which the Holders have not elected to purchase pursuant to Sections 14(b) or (c). Notwithstanding the foregoing, the Company may sell the Additional Securities which the Holders have not elected to purchase pursuant to a Response Notice at a price and upon terms that are less favorable to the Company than those specified in the Issuance Notice; PROVIDED that any purchase of Additional Securities by the Holders consummated at the time of such First Participation Noticesale, pursuant to the penultimate sentence of Section 14(b), shall be upon the same less favorable terms; PROVIDED FURTHER that if a Holder did not elect to purchase up to such Investor’s any or all of its Pro Rata Share Portion of such New Additional Securities based upon the terms and conditions specified in the First Participation relevant Issuance Notice, the Company shall provide such Holder with a revised Issuance Notice reflecting such less favorable terms, and each such Holder shall have 15 Business Days from the date such Holder receives such revised Issuance Notice to agree to purchase all or any portion of its Pro Rata Portion of such Additional Securities to be issued upon the less favorable terms set forth in the revised Issuance Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share such Additional Securities and stating therein the quantity of Additional Securities to be purchased. In the New Securities, stating event the number of the additional New Securities it Company proposes to purchase issue, sell or distribute Additional Securities after such 180-day period or Additional Securities in addition to those specified in the Issuance Notice, it must again comply with the procedures set forth in this Section 14. (e) For purposes of this Section 14, "PRO RATA PORTION" means, with respect to each Holder, a number equal to the “Additional Number”). If, as a result thereof, such oversubscription exceeds product of (i) the total number of Additional Securities specified in the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number Issuance Notice and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is shall be the number of Ordinary Shares on an as-converted basis held by shares of Common Stock to which such Oversubscription Participant Holder would be entitled upon exercise of his/its Warrants and the denominator of which is shall be the total number of Ordinary Fully Diluted Shares on an as-converted basis held by all the Oversubscription Participants. (iiias defined in Section 14(g) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90below) day period after the expiration outstanding as of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director date of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOIssuance Notice.

Preemptive Right. Seller and Buyer acknowledge and agree that the Property is subject to the right of first offer, right of first refusal or similar preemptive right to purchase in favor of a third party, more particularly described in Schedule 2.3 attached hereto (the "Preemptive Right”). As soon as reasonably practicable, but in no event later than five (5) business days after the Effective Date, Seller shall prepare and deliver (unless the same has previously been prepared and delivered) to the holder of the Preemptive Right (“Right Holder”) a notice that is effective to offer or otherwise trigger the Preemptive Right in accordance with the terms of the Preemptive Right and such Right Notice shall request that the Right Holder execute an affirmative waiver of the Preemptive Right with respect to the transactions contemplated in this Agreement in accordance with the terms of the Preemptive Right (“Right Notice”). Buyer acknowledges that the Right Holder is or may be entitled to receive a copy of this executed Agreement in order to trigger the applicable Preemptive Right. Seller shall concurrently provide Buyer with a copy of the Right Notice that is sent to the Right Holder and shall use commercially reasonable efforts (but in no event shall Seller be required to incur any cost or expense) to obtain an affirmative written waiver from the Right Holder of such Right Holder’s Preemptive Right as they relate to the transactions contemplated in this Agreement; it being understood and agreed, however, that the Preemptive Right may survive the transactions contemplated in this Agreement in connection with future sales or other transfers of the Preemptive Right Property to a subsequent purchaser. Seller hereby acknowledges and agrees that Buyer’s obligation to purchase the Preemptive Right Property is contingent on the Right Holder either (i) executing a written affirmative waiver of the Right Holder’s Preemptive Right, or (ii) electing not to (or failing to) timely exercise such Right Holder’s Preemptive Right in accordance with the terms of the Preemptive Right prior to the Scheduled Closing Date (the “Waiver Conditions”). Seller shall promptly notify Buyer and Escrow Holder in writing if and when either of the Waiver Conditions are satisfied (the “Waiver Notice”) and (a) if the Waiver Condition referenced in clause (i) above is satisfied, an original version of the affirmative written waiver shall be enclosed with the Waiver Notice, and (b) if the Waiver Condition in clause (ii) above is satisfied, an original executed written statement from Seller certifying that the applicable Right Holder has failed to timely exercise its Preemptive Right in accordance with the terms of any such Preemptive Right shall be enclosed with the Waiver Notice (the “Waiver Evidence”). In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Right Holder timely exercises its Preemptive Right, it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price this Agreement will be terminated and the general terms upon which the Company proposes deposit refunded to issue such New SecuritiesBuyer. Alternatively, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to event the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or Right Holder does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, Right by the Company shall promptly give written notice Scheduled Closing Date because such Right Holder is pursuing its Preemptive Right and/or the time period allotted such Right Holder to decide whether to exercise its Preemptive Right (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period three business days after the expiration of such allotted time period is herein called the Participation Period“Outside Preemptive Right Closing Date”) has not expired by the applicable Scheduled Closing Date, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor Buyer shall have the right to elect terminate this Agreement or extend the applicable Scheduled Closing Date until a date that is no later than two business days after the Outside Preemptive Right Closing Date. Subject to terminate its IPO Anti-dilution Right Section 2.4 below, in no event shall Seller be liable to Buyer, or be deemed to be in default under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything Agreement if it fails to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of obtain Waiver Evidence or a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPORight Holder exercises its Preemptive Right.

Preemptive Right. If the Company desires to issue or sell (a "Transaction") any of its securities (except (i) In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction its employees who are not officers or a series of related transactions), it shall give each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securitiesdirectors, (ii) to its employees who are officers and/or directors under the price Company's existing savings plan and the general terms upon which the Company proposes to issue such New Securities, (iii) to its employees who are officers and/or directors pursuant to the identity exercise of stock options granted or that may be granted under the current terms of the third party to which Company's existing stock option plan), including the issuance or sale of any option or warrant or any indebtedness convertible into any equity securities of the Company proposes (the "Offered Securities"), the Company must comply with the provisions of this Section prior to issue such New Securities; and (iv) other matters relating to the New consummating any Transaction of any Offered Securities. Each Investor In connection with any issuance of sale of Offered Securities, the Company agrees to submit to Tri-Link a written offer (the "Offer") to sell, on the same terms and conditions, including price, a portion of the Offered Securities, so that the percentage of ownership and voting rights of Tri-Link in the Company's securities immediately before the consummation of the Transaction will be the same as immediately following the consummation of the Transaction ("Tri-Link's Portion"). The Offer shall have disclose the right (but no obligation) toprice, within thirty (30) days from the date number of receipt Offered Securities, the rights, benefits, terms and other provisions of the Offered Securities and any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon other the terms and conditions of the Transaction. Tri-Link shall have the irrevocable and exclusive option, but not the obligation (the "Option"), to purchase all or a portion of Tri-Link's Portion of the total number of Offered Securities in the Transaction. The Option shall be exercisable by Tri-Link by giving notice of such exercise (the "Exercise Notice") to the Company within ten business days following receipt of the Offer. The Exercise Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such securities. Failure by Tri-Link to exercise the Option or to give an Exercise Notice shall be deemed an election by Tri-Link not to exercise the Option and if Tri-Link does not exercise the Option then the Company may sell the Offered Securities at any time during the ensuing 60 days in strict conformity with the terms set forth in the Offer. Any such sale shall be at a price and upon other terms and conditions, if any, not more favorable to the purchaser of the Offered Securities than those specified in the First Participation Notice by giving written notice Offer. If at the end of such 60-day period the Company has not sold the Offered Securities, all restrictions on the sale or transfer of the Offered Securities set forth in this Section shall again be in effect. Notwithstanding anything in this Section to the Companycontrary, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor Tri-Link shall not be deemed to forfeit any right have the Option with respect to any other issuance of New Securities. (ii) If given Transaction to purchase any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Offered Securities, stating if the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back lead underwriter or bona fide third party placement agent retained by the Company in connection with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number offering of the remaining New Offered Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified reasonably determines in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately writing prior to the completion commencement of such offering that the exercise of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee Option by Tri-Link would materially and adversely affect the offering of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOOffered Securities.

Preemptive Right. (a) If Holdings proposes to issue any additional voting securities, including voting securities issued upon exercise, conversion or exchange of any other securities (collectively, "New Securities"), Holdings shall, to the extent reasonably practicable, prior to consummating the issuance of the New Securities (and if not reasonably practicable, then within ten days following consummation of such issuance), give written notice (the "Holdings Notice") to PMI, stating the number of New Securities, the price per share, the terms of payment and all other terms and conditions on which Holdings proposes to make or has made such issuance; it being understood that (i) the issuance of securities that are exercisable for or convertible or exchangeable into voting securities shall not be deemed an issuance of the underlying voting securities until such exercise, conversion or exchange, (ii) New Securities shall not include securities issuable in connection with any stock split, stock dividend or recapitalization of Holdings where such securities are issued to all shareholders of Holdings on a proportionate basis and (iii) in the case of a proposed public offering as to which the price is not known as of the time the Holdings Notice is given, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. With respect to any such issuance of New Securities, PMI shall have, as hereinafter provided, the option to purchase from Holdings for cash up to the number of securities of the same class and/or series as the New Securities such that after giving effect to the issuance of New Securities (including the issuance to PMI pursuant to the preemptive rights in this Section 5(a) and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance) PMI's Voting Percentage would equal PMI's Voting Percentage calculated without giving effect to the issuance of New Securities and any related issuance resulting from the exercise of preemptive rights with respect to the same issuance, in each case at the price per share and on the other terms stated in the Holdings Notice (except that (i) if the New Securities are issued for consideration other than cash, PMI shall pay the Fair Market Value thereof and (ii) if the Holdings Notice sets forth a range of prices, PMI shall have the option to purchase the applicable portion of the New Securities at the price the New Securities are sold to the public in connection with such public offering, it being understood, however, that in the event such price falls outside the range set forth in the Holdings Notice, the Company shall again comply with this Section 5 prior to issuing the New Securities). In the case of a proposed public offering as to which the price is not known as of the time the Holdings Notice is given, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. Notwithstanding anything herein to the contrary, with respect to any issuances of New Securities pursuant to the exercise of options, rights or other awards under any employee, officer or director benefit plans or arrangements, (i) the Holdings Notice shall only be required within ten days following each December 31 and shall be made in respect of all such issuances made during the preceding one year period ending on such December 31 (except with respect to the first such notice after the Effective Date, which shall relate only to issuances made during the period from the Effective Date through such December 31) and (ii) the price per share of the New Securities shall be deemed to be the average closing price for such New Securities for the 30-trading period ending on the relevant December 31; provided, however, that if no such average closing price is available because the New Securities are not publicly traded or otherwise, the price per share shall be the Fair Market Value of the New Securities measured on December 31. (b) PMI's option with respect to the purchase of such securities shall be exercisable by a written notice from PMI (the "Purchase Notice") given to Holdings within twenty (20) days after the receipt of the Holdings Notice. The Purchase Notice shall state the number of securities as to which PMI elects to exercise its option, which number may be less than the number to which it is entitled to subscribe under this Section 5. If, for any reason, the issuance of New Securities is not consummated, PMI's right to purchase additional securities in connection with such issuance shall lapse, subject to PMI's ongoing subscription right in connection with issuances of New Securities at later dates or times. (c) In the event that PMI elects to purchase some or all of the Company proposes securities it is entitled to undertake an purchase under this Section 5, PMI and Holdings shall use their reasonable efforts to secure any Governmental Authorization required, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are reasonably necessary or appropriate in connection therewith and to consummate the purchase of such securities as promptly as practicable. At such closing, the date of which shall be designated by PMI but which shall be no later than fifteen days after the date of receipt of the last to be obtained of any approval of any Governmental Authority required for such purchase, PMI shall pay the purchase price for such securities and Holdings shall issue such securities to PMI. Holdings represents and covenants to PMI that upon such issuance, such securities shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of Holdings of the same type are at the time already approved) for listing or quotation on the principal trading market for the securities of Holdings at the time of issuance and upon delivery thereof, such shares shall be free and clear of any lien, mortgage, lease, charge, pledge, security interest, covenant, condition, restriction or other encumbrance of any kind, and PMI shall deliver payment in full for such securities as determined in accordance with this Section 5. (d) For the purposes of this Section 5, "Fair Market Value" means, in connection with any New Securities, (i) if such New Securities are listed on a securities exchange (or quoted in a securities quotation system), the average closing sale price of such New Securities on such exchange (or in such quotation system), or, if such New Securities are listed on (or quoted in) more than one exchange (or quotation system), the average closing sale price of the New Securities on the principal securities exchange (or quotation system) on which such New Securities are then traded, or, if such New Securities are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such New Securities in such market, in each case for the five trading days immediately preceding the date of any issuance of securities described in Section 5(a), or (ii) if no such closing sales prices or quotations are available because such New Securities are not publicly traded or otherwise, the fair value of such New Securities, as of a date within the thirty days immediately preceding the issuance of New Securities (described in a single transaction or a series of related transactionsSection 5(a), it shall give as determined in good faith by agreement between PMI and Holdings; provided, however, that if PMI and Holdings fail to agree in writing upon the value of such New Securities within twenty days after the first request to make such a determination, then each of PMI and Holdings shall select a nationally recognized investment banking firm to make such determination on such party's behalf within ten days after the Investors written notice expiration of such twenty day period. Each investment banking firm shall be required to make such determination no later than twenty days after the expiration of the ten day period. Each of PMI and Holdings shall pay all of the fees and expenses of the investment banking firm selected by it and each of PMI and Holdings shall make available to any investment banking firms involved in such process such information as is reasonably necessary to reach a determination of Fair Market Value. Each investment banking firm shall determine its intention to issue proposed fair market value of such New Securities. If the proposed fair market values determined by the investment banking firms are within ten percent of each other, then "Fair Market Value" shall mean the average of such proposed fair market values. If the proposed fair market values are not within ten percent of each other, then the investment banking firms shall, no later than ten days after the determination of such proposed fair market values, select a third nationally recognized investment banking firm (the "Neutral Firm"), which shall be paid for equally by both PMI and Holdings. Such Neutral Firm shall propose a fair market value for such New Securities (no later than twenty days after the “First Participation Notice”), describing the followingdate on which such firm is selected. If: (i) the number and type fair market value proposed by the Neutral Firm is higher than the fair market value proposed by the other investment banking firms, then "Fair Market Value" shall mean the higher of New Securities, the two fair market values proposed by the other investment banking firms; (ii) the price proposed fair market value determined by the Neutral Firm is lower than the fair market values proposed by the other investment banking firms, then "Fair Market Value" shall mean the lower of the two fair market values proposed by the other investment banking firms; and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of fair market value proposed by the third party to which Neutral Firm is between the Company proposes to issue such New Securities; and (iv) fair market values proposed by the other matters relating to the New Securities. Each Investor shall have the right (but no obligation) to, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) (the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day periodinvestment banking firms, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) above, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor "Fair Market Value" shall mean the ratio of (a) fair market value proposed by the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPONeutral Firm.

Preemptive Right. (i) In 4.1. Other than Shares to be issued in any public offering or as a consideration for the event that payment of any assets or shares of another Person acquired by the Company proposes and Shares issued to undertake an issuance of New Securities (in a single transaction Caisse or a series of related transactions), it shall give each its Affiliates or transferees upon the exercise of the Investors written notice Warrants or conversion of its intention indebtedness, any new Shares to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which be issued by the Company proposes to issue such New Securities, (iii) the identity of the third party to which shall first be offered by the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Caisse which shall then have the prior right (but no obligation) toto acquire same, within thirty (30) days from the date of receipt of any such First Participation Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified set forth in this Section. 4.2. Any proposed issue of Shares, including the First Participation Notice issue price and other terms and conditions thereof, shall be disclosed in writing by giving the Company to the Caisse (the "Initial Notice"). 4.3. The Caisse may then exercise its right to purchase a pro rata portion of the Shares to be issued at their issue price and upon the terms and conditions of their issuance by means of a written notice to the CompanyCompany (the "Acceptance Notice"), stating therein within 20 Business Days following receipt of the quantity of New Securities Initial Notice, failing which the Caisse shall be irrevocably deemed to have refused to purchase the Shares so to be purchased (not issued. The Acceptance Notice shall set forth the number of shares the Caisse wishes to exceed such Investor’s Pro Rata Share) (purchase. 4.4. In the “Preemptive Rights”). If any Investor fails to so respond in writing within such thirty (30) day period, then such Investor’s right event of actual or deemed refusal by the Shareholders to purchase its Pro Rata Share all or part of such New Securities hereunder shall the Shares to be forfeited, but such Investor shall not be deemed issued pursuant to forfeit any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethe foregoing provisions, the Company may issue such remaining Shares to any Person within the period of 90 days following the date of their last actual or deemed refusal, at the same price and upon substantially the same terms and conditions offered to the Caisse, failing which if the Company still wishes to issue such Shares, it shall promptly give written notice (be required to re-offer them to the “Second Participation Notice”) to other Investors who exercised Caisse in full their Preemptive Rights (the “Oversubscription Participants”) manner set forth herein. 4.5. In calculating Caisse's pro rata portion in accordance with Section 4.2(i) above, describing the following: (i) section 4.3 herein the number of Shares that would be held by the remaining New Securities available for oversubscription and (ii) Caisse upon the list exercise of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from warrants that may be exercisable at the date of the Second Participation Initial Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire shall be compared to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number Shares of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms common stock outstanding or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors issuable pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreementoptions, and subject to the Applicable Securities Lawwarrants, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% rights or more of the total issued shares securities convertible into or exchangeable or exercisable for common stock of the Company immediately prior to on the completion date of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Shares on an as-converted basis held by such Investor, to (b) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOInitial Notice.

Preemptive Right. (i) In the event that If at any time the Company proposes desires to undertake an issuance issue or sell any shares (the "ADDITIONAL Shares") of New Securities its capital stock that entitle the holder thereof to voting rights (in a single transaction or a series of related transactions)other than Non-Preemptive Shares) to any Person, it the Company shall give each a written notice (the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of such Additional Shares and the quantity of Additional Shares to be issued, the issuance date and the price at which such Additional Shares shall be issued. Each of the Investors written notice of its intention to issue New Securities (the “First Participation Notice”), describing the following: (i) the number and type of New Securities, (ii) the price and the general terms upon which the Company proposes to issue such New Securities, (iii) the identity of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Purchasers shall have the right (but no obligation) to, within thirty (30) days from option to purchase the date number of receipt Additional Shares necessary to maintain such Purchaser's percentage of any such First Participation issued and outstanding voting shares of the Company at the time of the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an unconditional agreement to purchase all (and not less than all) of the Additional Shares to which such Purchaser is entitled to purchase. If any Investor fails Failure by a Purchaser to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit any right with respect be a rejection of such option. At the option of the Company, within 14 days of Company's receipt of the Response Notice or at the time of the closing of the sale of Additional Shares to any other issuance of New Securities. (ii) If any Investor fails or declines Persons pursuant to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) abovethe next sentence, the Company shall promptly give written notice (sell to such Purchaser and such Purchaser shall purchase the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire Additional Shares that such Purchaser agreed to purchase more than its Pro Rata Share of in the New SecuritiesResponse Notice, stating at the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number price and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified set forth in the First Participation Issuance Notice, or if the Company has not consummated the sale . For a period of such New Securities within ninety (90) day period 270 days after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities LawIssuance Notice, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect issue or sell to terminate its IPO Anti-dilution Right under this Section 4.2(iv) immediately before the Company files an A-1 Listing Application in connection with an IPO on Hong Kong Stock Exchange. Notwithstanding anything any Person up to the contrary in this Agreement, for purpose of this Section 4.2(iv), “Pro Rata Share” of a Major Investor shall mean the ratio of (a) the number of Ordinary Additional Shares on an as-converted basis held by such Investor, to (b) specified in the total Issuance Notice less the number of Ordinary Additional Shares pursuant to duly tendered Response Notices at a price and on an as-converted basis held by all Shareholders immediately prior terms not materially less favorable to the completion Company than as specified in the Issuance Notice. If the Company desires to issue or sell Additional Shares, (i) after such 270-day period, (ii) on terms materially less favorable to the Company than as specified in the Issuance Notice or (iii) in a quantity greater than as specified in the previous sentence, the Company must again comply with this Section 5(g). The rights and obligations of the IPOparties pursuant to this Section 5(g) shall terminate upon the closing of an Initial Public Offering.

Preemptive Right. (i) In the event that If at any time the Company proposes desires to undertake an issuance issue or sell any shares of New Securities its capital stock or securities convertible, exercisable or exchangeable for the Company's capital stock (in a single transaction or a series of related transactions)other than Non-Preemptive Shares) (the "ADDITIONAL SHARES") to any Person, it the Company shall give each a written notice (the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of the Investors written notice sale of its intention such Additional Shares and the quantity of Additional Shares to issue New Securities (be issued, the “First Participation Notice”), describing the following: (i) the number proposed issuance date and type of New Securities, (ii) the price and the general terms upon at which the Company proposes to issue such New Securities, (iii) the identity Additional Shares shall be issued. Each of the third party to which the Company proposes to issue such New Securities; and (iv) other matters relating to the New Securities. Each Investor Purchasers shall have the right (but no obligation) to, within thirty (30) days from option to purchase the date number of receipt Additional Shares necessary to maintain such Purchaser's percentage of any such First Participation issued and outstanding shares of the Company at the time of the Issuance Notice, purchase up to such Investor’s Pro Rata Share of such New Securities upon the terms and conditions specified in the First Participation Notice which option may be exercised by giving written notice to the Company, stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share) Company (the “Preemptive Rights”)"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such Purchaser is entitled to purchase. If any Investor fails Failure by a Purchaser to so respond in writing give the Response Notice to the Company within such thirty (30) 14-day period, then such Investor’s right to purchase its Pro Rata Share of such New Securities hereunder period shall be forfeited, but such Investor shall not be deemed to forfeit be a rejection of such option. For a period of 180 days after any right with respect to any other issuance of New Securities. (ii) If any Investor fails or declines to exercise its Preemptive Rights or does not exercise its Preemptive Rights in full in accordance with Section 4.2(i) aboveIssuance Notice, the Company shall promptly give written notice (the “Second Participation Notice”) to other Investors who exercised in full their Preemptive Rights (the “Oversubscription Participants”) in accordance with Section 4.2(i) above, describing the following: (i) the number of the remaining New Securities available for oversubscription and (ii) the list of Oversubscription Participants. Each Oversubscription Participant shall have the right (but no obligation) to, within ten (10) days from the date of the Second Participation Notice (the “Second Participation Period”, together with the First Participation Period, the “Participation Period”), notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each Oversubscription Participant will be cut back by the Company with respect to its oversubscription to such number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares on an as-converted basis held by such Oversubscription Participant and the denominator of which is the total number of Ordinary Shares on an as-converted basis held by all the Oversubscription Participants. (iii) If any change is made to the terms or conditions specified in the First Participation Notice, or if the Company has not consummated the sale of such New Securities within ninety (90) day period after the expiration of the Participation Period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Investors pursuant to this Section 4.2. (iv) Notwithstanding anything to the contrary in this Agreement, and subject to the Applicable Securities Law, the Company will grant and issue an option to each Series F Investor, each Investor whose appointee remains a director of the Board, each Investor whose appointee remains an Observer and each Investor that holds 5% or more of the total issued shares of the Company immediately prior to the completion of the IPO (each such Investor, a “Major Investor”), pursuant to which each such Major Investor and/or its respective designated Affiliate is entitled to, as a cornerstone investor or as a placee of the IPO, purchase its Pro Rata Share of the Ordinary Shares (or securities of the Company representing the Ordinary Shares) to be offered by the Company for sale in the IPO at the same offering price per share at which the securities offered in the IPO are being offered to the public (the “IPO Anti-dilution Right”). All shares of the Company held by an Investor and its Affiliates shall be aggregated together for the purpose of determining the availability of the IPO Anti-dilution Right for such Investor under this Section 4.2(iv). Each Major Investor shall have the right to elect issue or sell to terminate its IPO Anti-dilution Right under this Section 4.2(ivany Person (a "THIRD PARTY BUYER") immediately before up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company files an A-1 Listing Application than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such Purchaser and such Purchaser shall purchase the Additional Shares that such Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an IPO Initial Public Offering, on Hong Kong Stock Exchange. Notwithstanding anything terms materially less favorable to the contrary Company than as specified in this Agreementthe Issuance Notice, for purpose of (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this Section 4.2(iv5(g). If the Company desires to take any of the actions set forth in clauses (ii), “Pro Rata Share” of a Major Investor shall mean the ratio of (aiii) the number of Ordinary Shares on an as-converted basis held by such Investor, to or (biv) the total number of Ordinary Shares on an as-converted basis held by all Shareholders immediately prior to the completion of the IPOprior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this Section 5(g) shall terminate upon the closing of an Initial Public Offering.