Common use of Put Option and Call Option Clause in Contracts

Put Option and Call Option. Pursuant to the terms of the Share Purchase Agreement, the Sellers will grant a put option to the Purchaser on the Completion Date such that, if any of the guarantee or other warranties made by the Sellers fails to be fulfilled during the period commencing from the Completion Date and ending 5 years after the Completion Date, the Purchaser is entitled to require each of the Sellers to repurchase part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the put option, 1.35 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the put option is partially exercised (the “Put Option”). Pursuant to the terms of the Share Purchase Agreement, Purchaser will grant a call option to the Sellers on the Completion Date such that each of the Sellers is entitled, during the period commencing 5 years after the Completion Date and ending 10 years after the Completion Date, to require the Purchaser to sell part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the call option, 1.7 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the call option is partially exercised (the “Call Option”). No premium is required to be paid by the parties for the Put Option and Call Option. The exercise of the Put Option and Call Option will be subject to compliance with the Listing Rules at time of exercise. Assuming the Sellers become and continue to be connected persons of the Company following the Completion, the exercise of the Put Option at the discretion of the Company may at that time be regarded as a connected transaction for the purposes of Chapter 14A of the Listing Rules.

Put Option and Call Option. Pursuant Commencing on the first anniversary of the Closing Date, (i) the Sellers, severally, shall have the option to sell their respective Put/Call Warrants to the terms Purchasers, pro rata based on their respective Purchaser Proportions, at a price of $0.50 per warrant, as set forth on Schedule I hereto (the "Put Option"), and (ii) the Purchasers, severally, pro rata based on their respective Purchaser Proportions, shall have the option to purchase the Put/Call Warrants from the respective Sellers, at a price of $0.80 per warrant, as set forth on Schedule I hereto (the "Call Option"). The Put Option or the Call Option shall be exercisable by written notice to both Purchasers or to all the Sellers, as the case may be, which notice shall be irrevocable. Once such notice has been delivered with respect to any Put/Call Warrants, the corresponding option relating to such Put/Call Warrants shall terminate. For the avoidance of doubt, any exercise by any Seller of the Share Purchase AgreementPut Option must give equal treatment to both Purchasers, the Sellers will grant a put option to the pro rata based on their respective Purchaser on the Completion Date such thatProportions, if and any exercise by any Purchaser of the guarantee Call Option must give equal treatment to all Sellers, pro rata based on their respective Seller Proportions. Closing of the Put Option or other warranties made by the Sellers fails to Call Option transaction shall be fulfilled during the period commencing ten Business Days from the Completion Date date of exercise thereof and ending 5 years after shall be conditioned upon the Completion Datereceipt of representations and warranties similar to those set forth in Sections 3 and 4 hereof mutatis mutandis, the Purchaser is entitled to require each which representations and warranties shall be true and correct in all respects as of the Sellers to repurchase part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the put option, 1.35 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the put option is partially exercised (the “Put Option”). Pursuant to the terms of the Share Purchase Agreement, Purchaser will grant a call option to the Sellers on the Completion Date such that each of the Sellers is entitled, during the period commencing 5 years after the Completion Date and ending 10 years after the Completion Date, to require the Purchaser to sell part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the call option, 1.7 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the call option is partially exercised (the “Call Option”). No premium is required to be paid by the parties closing date designated for the Put Option and or the Call OptionOption transaction. The exercise price per warrant of the Put Option and the Call Option will shall be subject to compliance with equitable adjustment for stock splits, recombinations and similar events occurring between the Listing Rules at time date hereof and the exercise date, as well as for any dividends paid by the Company during such period. The Put Option and the Call Option, if either is not exercised prior, shall terminate on the earlier to occur of exercise. Assuming (i) the Sellers become and continue to be connected persons second anniversary of the Company following Closing Date and (ii) the Completion, date on which the exercise of Put/Call Warrants have been listed for trade on a stock market. Neither the Put Option at nor the discretion Call Option shall be assignable. Nothing herein shall restrict the ability of the Company may at that time be regarded as any Seller to exercise all or a connected transaction for the purposes portion of Chapter 14A of the Listing Rulesits Put/Call Warrants pursuant to their terms.