Common use of Conditions to Obligations of the Purchaser Parties Clause in Contracts

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtained. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects (disregarding all references to “material respects, unless ” that may already be contained in the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectscovenants). (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, Effect shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the Company Disclosure Schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedules pursuant to Article V (except for that if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse EffectEffect which is continuing and uncured. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.210.2. (e) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders Memorandum and Articles of Association of the Company approving as in effect as of the Merger AgreementClosing Date, (ii) copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company Shareholders authorizing this Agreement and the transactions contemplated hereby and (iii) a recent certificate of good standing as amended herebyof a date no later than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (f) The Purchaser Parties shall have received copies of all Company Governmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, including but not limited to the CSRC filing, and all transactions contemplated thereby, no such Company Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (g) The Purchaser Parties shall have received a copy of each of the Merger Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement is hereby amended shall be in full force and restated to read as follows:effect. (h) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all required parties thereto, other than Parent or the Company.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtained. (e) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (d) of this Section 9.2. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects (disregarding all references to “material respects, unless ” that may already be contained in the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectscovenants). (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, Effect shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the Company Disclosure Schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedules pursuant to Article V (except for that if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse EffectEffect which is continuing and uncured. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.210.2. (e) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders certificate of incorporation and by-laws of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby, and all transactions contemplated thereby, shall have been obtained(vi) a recent certificate of good standing as of a date no later than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtained. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger ARTICLE V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the disclosure schedules pursuant to ARTICLE V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to ARTICLE V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) All Company Group Consents have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended hereby(ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and all by the Requisite Company Vote of the Company’s shareholders authorizing the Definitive Agreements and the transactions contemplated thereby, and (iv) a recent certificate of good standing as of a date no earlier than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all Governmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Key Personnel shall have executed the employment agreements, and the same shall be in full force and effect. (i) The Purchaser Parties shall have received a Company Disclosure Schedule updated (if applicable) as of the Merger Closing Date. (j) The Purchaser Parties shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement is hereby amended shall be in full force and restated effect. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto, other than Parent, Purchaser or the Company, provided that the non-execution of the Lock-up Agreement by Company Shareholders who are not the Key Personnel nor Controlled by the Key Personnel collectively holding no more than 5% of the authorized shares in the Company (on a fully-diluted basis) immediately prior to read as follows:the Closing shall not affect the Closing or occurrence of the Closing.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through and (cb) of this Section 9.2. (d) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (e) The requisite vote Company shall have delivered to the Purchaser the Allocation Statement in accordance with Section 3.1. (f) The Company shall have delivered to the Purchaser a copy of the shareholders of the Lock-up Agreement duly executed by each Major Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtainedShareholder. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The the Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger ARTICLE V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to ARTICLE V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to ARTICLE V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) All Company Group Consents have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive an authorised officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing the Definitive Agreement and the transactions contemplated hereby, and (vi) a recent certificate of good standing as of a date no earlier than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Purchaser Parties shall have received Schedules updated (if any) as of the Merger Closing Date. (i) The Purchaser Parties shall have received duly executed opinions from the Company’s Cayman Islands counsel and PRC counsel in form and substance reasonably satisfactory to the Purchaser Parties, addressed to the Purchaser Parties and dated as of the Closing Date. (j) The Purchaser Parties shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement is hereby amended shall be in full force and restated effect. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto, other than Parent, Purchaser or the Company, provided that the non-execution of the Lock-up Agreement by Shareholders who are not the Key Personnel nor Controlled by the Key Personnel collectively holding no more than 5% of share capital in the Company (on a fully-diluted basis) immediately prior to read the Closing shall not affect the Closing or occurrence of the Closing. (l) The ODI Shareholders shall have completed the ODI filings (as follows:evidenced by the receipt of the ODI registration certificates and filing proofs issued by competent authorities). (m) The Company shall have issued Company Ordinary Shares to the ODI Shareholders as stipulated pursuant to the ODI Shares Subscription Agreement. (n) The Company shall have received, in full, all investment funds committed by investors pursuant to executed investment agreements.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger ARTICLE V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the disclosure schedules pursuant to ARTICLE V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to ARTICLE V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse EffectEffect on the Company Group, regardless of whether it involved a known risk. (d) All Company Group Consents have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby, and (iv) a recent certificate of good standing as of a date no earlier than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Key Personnel shall have executed the employment agreements, and the same shall be in full force and effect. (i) The Purchaser Parties shall have received a Company Disclosure Schedule updated (if applicable) as of the Merger Closing Date. (j) The Purchaser Parties shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement is hereby amended shall be in full force and restated effect. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto, other than Parent, Purchaser or the Company, provided that the non-execution of the Lock-up Agreement by Company Shareholders who are not the Key Personnel nor Controlled by the Key Personnel collectively holding no more than 5% of the authorised shares in the Company (on a fully-diluted basis) immediately prior to read as follows:the Closing shall not affect the Closing or occurrence of the Closing.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ Parent’s sole and absolute discretion, of all the following further conditions: (a) The Company and the Sellers shall have duly performed all of its their respective obligations hereunder required to be performed by it at them on or prior to the Closing Date in all material respects (disregarding all references to “material respects, unless ” that may already be contained in the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectscovenants). (b) All of the representations and warranties of the Company contained in Article V in this Agreement and of the Sellers contained in in Article IV of the Merger this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) Effect shall be true and correct (in each case, as modified by the Company Disclosure Schedules) at and as of the date of this Agreement (except with respect to a Joining Seller, which representations and warrants shall be made as of the date of the Joinder Agreement, ) and (ii) be true and correct as of the Closing Date (except for that if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii)each case, other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, would reasonably be expected to have a Company Material Adverse EffectEffect which is continuing and uncured. (d) The Purchaser Parties Parent shall have received (i) a certificate signed by the chief executive an authorized officer of the Company in such capacity certifying as to the effect satisfaction of the conditions set forth in clauses (a) through (c) of this Section 9.210.2 with respect to the Company, and (ii) a certificate signed by each Seller certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this Section 10.2 with respect to such Seller. (e) The requisite vote Parent shall have received (i) a copy of the shareholders Organizational Documents of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) copies of resolutions duly adopted by the board of directors of the Company authorizing this Agreement and the transactions contemplated hereby, (iii) copies of resolutions duly adopted by the board of directors of the Company approving, subject to the Closing, the registration of the transfers in respect of the Purchased Shares in favor of the Purchaser as referred to in Section 10.2(g) below and all transactions contemplated therebyapproving such other matters as the Parent and the Company may agree, (iv) evidence reasonably acceptable to the Parent that the Requisite Company Vote has been obtained, and (v) a recent certificate of good standing (or similar documents applicable for such jurisdiction) as of a date no later than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated, to the extent that good standing certificates or similar documents are generally available in such jurisdiction. (f) The Parent shall have been obtainedreceived a copy of each of (i) the Lock-Up Agreements signed by the Significant Shareholders, (ii) the Amended Registration Rights Agreement signed by the Significant Shareholders and (iii) the Escrow Agreement signed by the Escrow Agent, and such Additional Agreements shall be in full force and effect. 5. Section 11.1 (g) The Parent have received from the Sellers copies of executed instruments of transfer in respect of the Merger Agreement is hereby amended Purchased Shares in favor of the Purchaser and restated to read as follows:in form reasonably acceptable for transfer on the books of the Company. (h) The Company shall have addressed each of the matters described in Schedule 10.2(h) in accordance with the requirements described in Schedule 10.2(h).

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (e) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby, and (vi) a recent certificate of good standing as of a date no later than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (f) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been revoked. (g) The Key Personnel shall have executed the Labor Agreements, Non-disclosure and Non-solicitation Agreements and Non-Compete Agreements and the same shall be in full force and effect. (h) The Purchaser Parties shall have received Schedules updated (if any) as of the Closing Date. (i) The Purchaser Parties shall have received duly executed opinions from the Company’s Cayman Islands counsel and PRC counsel in form and substance reasonably satisfactory to the Purchaser Parties, addressed to the Purchaser Parties and dated as of the Closing Date. (j) The Purchaser Parties shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement shall be in full force and effect. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto, other than Parent, Purchaser or the Company, provided that the non-execution of the Lock-up Agreement by Shareholders who are not the Key Personnel nor Controlled by the Key Personnel collectively holding no more than 5% of share capital in the Company (on a fully-diluted basis) immediately prior to the Closing shall not affect the Closing or occurrence of the Closing. (l) The ODI Shareholders shall have completed the ODI filings (as evidenced by the receipt of the ODI registration certificates and filing proofs issued by competent authorities). (m) The Company shall have issued (i) 5,173,680 Company Ordinary Shares to Shenzhen Huaqi Huirui Investment Management Limited Partnership pursuant to the ODI Shares Subscription Agreement; (ii) 2,279,216 Company Ordinary Shares to Jupiter_Lilith Limited pursuant to the ODI Shares Subscription Agreement; (iii) 5,705,031 Company Ordinary Shares to F.L.M Holdings Limited pursuant to the ODI Shares Subscription Agreement; (iv) 3,006,328 Company Ordinary Shares to Avatar Group Holdings limited pursuant to the Match-up Shares Subscription Agreement; and (v) 1,201,421 Company Ordinary Shares to DA L▇▇ ▇▇▇▇ FENG Holdings Limited pursuant to the Match-up Shares Subscription Agreement. (n) The Equity Financing, in an aggregate amount no less than $20,000,000, shall have been obtainedconsummated or consummate substantially concurrently with the Closing. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to Article V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to Article V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) All Company Group Consents as set forth on Schedule 5.10, as amended, have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement and the transactions contemplated hereby, and (vi) a recent certificate of good standing as of a date no later than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Key Personnel shall have executed the Labor Agreements, Non-disclosure and Non-solicitation Agreements and Non-Compete Agreements and the same shall be in full force and effect. (i) The Purchaser Parties shall have received Schedules updated as of the Merger Agreement is hereby amended Closing Date. (j) The Purchaser Parties shall have received duly executed opinions from the Company’s PRC counsel and restated Cayman Islands counsel, in form and substance reasonably satisfactory to read the Purchaser Parties, addressed to the Purchaser Parties and dated as follows:of the Closing Date.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtained. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows:

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger ARTICLE V in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementSigning Date except as provided in the Company Disclosure Schedule pursuant to ARTICLE V, and (ii) be true and correct as of the Closing Date except as provided in the Company Disclosure Schedule pursuant to ARTICLE V (except for if the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse EffectEffect on the Company Group, regardless of whether it involved a known risk. (d) All Company Group Consents (other than those Consents that would not result in a Material Adverse Effect or impair the Company’s ability to close the transactions contemplated by this Agreement) have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive an authorised officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger AgreementClosing Date, as amended hereby(ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company Shareholders authorizing this Agreement and the Transactions, and (vi) a recent certificate of good standing as of a date no earlier than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, if any, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Key Personnel shall have executed the Employment Agreements, and the same shall be in full force and effect. (i) The Purchaser Parties shall have received a Company Disclosure Schedule updated (if applicable) as of the Closing Date. (j) The Purchaser Parties shall have received duly executed opinions from the Company’s Cayman Islands counsel and PRC counsel in form and substance reasonably satisfactory to the Purchaser Parties, addressed to the Purchaser Parties and dated as of the Closing Date. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements to which the Company is a party duly executed by the Company and such Additional Agreement shall be in full force and effect. (l) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto, other than the Parent, the Purchaser, the Merger Agreement is hereby amended Sub or the Company. (m) The ODI Shareholders shall have completed the ODI Filings (as evidenced by the receipt of the ODI registration certificates and restated filing proofs issued by competent Authorities). (n) The Company shall have issued Company Shares to read the ODI Shareholders as follows:stipulated pursuant to the ODI Shares Subscription Agreements. (o) The Company shall acknowledge in writing its succession of the existing indemnification agreements and other agreements entered into by the Purchaser Parties and the D&O Indemnified Parties as set out in Section 7.7.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respectsDate. (b) All of the representations and warranties of the Company Group contained in Article IV of the Merger this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) shall be true and correct at and (except as of provided in the date of this Agreement, and (iidisclosure schedules pursuant to Article V) be true and correct as of the Closing Date (except for the provided that if any such representation and warranties that speak as of warranty speaks to a specific date prior to the Closing Date, in which case such representations representation and warranties warranty need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, would reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the All Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, Group Consents set forth on Schedule 5.10 shall have been obtained, and no such consent shall have been revoked. 5. Section 11.1 (f) The Purchaser Parties shall have received copies of all Governmental Approvals, in form and substance reasonably satisfactory to the Purchaser Parties, and no such Governmental Approval shall have been revoked. (g) The Key Personnel shall have executed the Labor Agreements, Non-disclosure and Non-solicitation Agreements, and the same shall be in full force and effect. (h) The Purchaser Parties shall have received Schedules updated as of the Merger Agreement is hereby amended and restated Closing Date. (i) The Company shall have duly elected a Chief Financial Officer reasonably acceptable to read as follows:the Purchaser Parties.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Each of the Company Group and the Principal Shareholders shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company Group and the Principal Shareholders contained in Article IV of the Merger ARTICLE V in this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality or Company Material Adverse EffectEffect or any similar qualification or exception, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this AgreementAgreement except as provided in the disclosure schedules pursuant to ARTICLE V, and (ii) be true and correct as of the Closing Date except as provided in the disclosure schedules pursuant to ARTICLE V (except for if the representation representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) All Company Group Consents have been obtained, and no such consent shall have been revoked. (e) The Purchaser Parties shall have received a certificate signed by the chief executive officer Chief Executive Officer and Chief Financial Officer of the Company to the effect set forth in clauses (a) through (cd) of this Section 9.210.2. (ef) The requisite vote Purchaser Parties shall have received (i) a copy of the shareholders memorandum and articles of association of the Company approving as in effect as of the Merger Closing Date, (ii) a copy of the certificate of incorporation of the Company, (iii) the copies of resolutions duly adopted by the board of directors of the Company and by the Requisite Company Vote of the Company’s shareholders authorizing this Agreement, as amended herebythe Additional Agreements and the transactions contemplated hereby and thereby, and (iv) a recent certificate of good standing as of a date no earlier than thirty (30) days prior to the Closing Date regarding the Company from the jurisdiction in which the Company is incorporated. (g) The Purchaser Parties shall have received copies of all transactions contemplated therebyGovernmental Approvals, if any, and no such Governmental Approval shall have been obtainedrevoked. 5. Section 11.1 (h) The Key Personnel shall have executed the Employment Agreements, and the same shall be in full force and effect. (i) The Company Group and the Principal Shareholders shall have completed each of the Merger covenants set forth under items 13(i) and 14 on Schedule 8.8 hereto at such times and in accordance with the terms specified therein. (j) The Purchaser Parties shall have received duly executed opinions from the Purchaser Parties’ local counsel in Thailand, Cambodia, Kyrgyzstan in form and substance reasonably satisfactory to the Purchaser Parties, addressed to the Purchaser Parties and dated as of the Closing Date. (k) The Purchaser Parties shall have received a copy of each of the Additional Agreements duly executed by all parties thereto (other than the Purchaser Parties), and such Additional Agreement is hereby amended shall be in full force and restated to read as follows:effect.

Conditions to Obligations of the Purchaser Parties. The obligation of the Purchaser Parties to consummate the Closing is subject to the satisfaction, or the waiver at the Purchaser Parties’ sole and absolute discretion, of all the following further conditions: (a) The Company Group shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of the Company contained in Article IV of the Merger in this Agreement, disregarding all qualifications and exceptions contained herein relating to materiality or Company Material Adverse Effect, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect. (c) There shall have been no event, change or occurrence which has individually or together with any other event, change or occurrence, could reasonably be expected to have a Company Material Adverse Effect, regardless of whether it involved a known risk. (d) The Purchaser Parties shall have received a certificate signed by the chief executive officer of the Company to the effect set forth in clauses (a) through (c) of this Section 9.2. (e) The requisite vote of the shareholders of the Company approving the Merger Agreement, as amended hereby, and all transactions contemplated thereby, shall have been obtained. 5. Section 11.1 of the Merger Agreement is hereby amended and restated to read as follows: