Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. (a) (i) ▇▇. ▇▇▇ shall use his reasonable best efforts to take all necessary actions to (A) cause a company owned 95% by ▇▇. ▇▇▇ and the record and beneficial holder of 90% of the equity interest in Lanlin Bio-Technology Co., Ltd. (“Lanlin”), to become the record and beneficial holder of 100% of the equity interest in Lanlin, and (B) cause the Reorganization Condition Actions to be completed, in each case as promptly as possible following the execution of the Merger Agreement and in any event prior to the Termination Date (as may be extended in accordance with the Merger Agreement). (ii) ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor that he shall (A) procure that, prior to the Closing Date, Lanlin shall discharge all its liabilities and transfer all its assets, in each case other than those relating to its ownership of equity interests in Shanghai Giant Network Technology Co., Ltd. (“Giant Network”) and (B) execute and deliver to each Equity Sponsor on the Closing Date a written certificate attaching the balance sheet of Lanlin as of the Closing Date confirming the foregoing. (iii) Except for actions undertaken to fulfill his and Lanlin’s obligations in Section 1.5(a)(ii), ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor that, prior to Closing, he shall procure that (A) Lanlin shall not engage in any business other than business incidental to its ownership of equity interests in Giant Network or incur any obligations or liabilities or enter into any agreements other than those incidental to its equity ownership in Giant Network and (B) Lanlin’s articles of association shall be modified, to the extent permitted by applicable law, to define Lanlin’s business purpose as set forth in Exhibit D. (b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement, the Consortium Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Sponsor (the “Closing Investors”) acting unanimously shall have the right to terminate the participation in the Transactions of any Equity Sponsor (a “Failing Sponsor”) that is a Guarantor or an Affiliate of any Guarantor that (i) breaches such Guarantor’s obligation under the Equity Commitment Letter of such Guarantor to fund the Equity Commitment (as defined therein) or (ii) asserts in writing such Guarantor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Sponsor or the Guarantor which is an Affiliate of such Failing Sponsor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Sponsor’s participation in the Transactions pursuant to the immediately preceding sentence, the Closing Investors acting unanimously may offer one or more Closing Investors or new investors the opportunity to provide equity financing for the Transactions to replace the amount of such Failing Sponsor’s Investor Equity Commitment or Revised Investor Equity Commitment, as applicable.

Consummation of the Transaction. (a) (i) ▇▇. ▇▇▇ shall use his reasonable best efforts to take all necessary actions to (A) cause a company owned 95% by ▇▇. ▇▇▇ and the record and beneficial holder of 90% of the equity interest in Lanlin Bio-Technology Co., Ltd. (“Lanlin”), to become the record and beneficial holder of 100% of the equity interest in Lanlin, and (B) cause the Reorganization Condition Actions to be completed, in each case as promptly as possible following the execution of the Merger Agreement and in any event prior to the Termination Date (as may be extended in accordance with the Merger Agreement). (ii) ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor Baring SPV and HONY SPV that he shall (A) procure that, prior to the Closing Date, Lanlin shall discharge all its liabilities and transfer all its assets, in each case other than those relating to its ownership of equity interests in Shanghai Giant Network Technology Co., Ltd. (“Giant Network”) and (B) execute and deliver to each Equity Sponsor Baring SPV and HONY SPV on the Closing Date a written certificate attaching the balance sheet of Lanlin as of the Closing Date confirming the foregoing. (iii) Except for actions undertaken to fulfill his and Lanlin’s obligations in Section 1.5(a)(ii), ▇▇. ▇▇▇ hereby undertakes to each Equity Sponsor Baring SPV and HONY SPV that, prior to Closing, he shall procure that (A) Lanlin shall not engage in any business other than business incidental to its ownership of equity interests in Giant Network or incur any obligations or liabilities or enter into any agreements other than those incidental to its equity ownership in Giant Network and (B) Lanlin’s articles of association shall be modified, to the extent permitted by applicable law, to define Lanlin’s business purpose as set forth in Exhibit D. (b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement, the Consortium Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Sponsor (the “Closing Investors”) acting unanimously shall have the right to terminate the participation in the Transactions of any Equity Sponsor (a “Failing Sponsor”) that is a Guarantor or an Affiliate of any Guarantor that (i) breaches such Guarantor’s obligation under the Equity Commitment Letter of such Guarantor to fund the Equity Commitment (as defined therein) or (ii) asserts in writing such Guarantor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Sponsor or the Guarantor which is an Affiliate of such Failing Sponsor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Sponsor’s participation in the Transactions pursuant to the immediately preceding sentence, the Closing Investors acting unanimously may offer one or more Closing Investors or new investors the opportunity to provide equity financing for the Transactions to replace the amount of such Failing Sponsor’s Investor Equity Commitment or Revised Investor Equity Commitment, as applicable.