Common use of EXERCISE OF THE OPTIONS Clause in Contracts

EXERCISE OF THE OPTIONS. 3.1. Subject to the terms of this Agreement, an Option shall be exercisable between the date of this Agreement and the Final Exercise Date. 3.2. The Executive may only exercise an Option in respect of a C Share on or following IPO. 3.3. If the Executive wants to acquire an Ordinary Share he must exercise two Options. 3.4. The Executive may, subject to clauses 3.2, 3.3, 3.6 and any Dealing Restrictions, exercise Options by: (a) giving notice (the “Exercise Notice”) in the form set out in the Appendix to this Agreement (or in such other prescribed form notified to the Executive) to the Company or any person nominated by the Company; (b) indicating on the Exercise Notice whether the Executive is exercising Options in respect of Ordinary Shares and/or C Shares; and (c) paying to the Company the Exercise Price for the Option Shares in respect of which the Options are being exercised (or giving an undertaking in a form acceptable to the Company to make that payment). 3.5. Any Exercise Notice shall, subject to clause 3.5 and any Dealing Restriction, take effect on the later of the date of receipt by the Company or its duly appointed agent of the notice and the Exercise Price. 3.6. Any exercise of Options shall be conditional on: (a) the Executive entering into a deed of adherence to the Shareholders’ Agreement to the extent that the Shareholders’ Agreement remains in force at the time of exercise and delivering the executed deed of adherence to the Company unless the Executive is already bound by the Shareholders’ Agreement in respect of the Shares to be issued pursuant to such exercise of the Options; (b) the Executive complying with the terms of clause 12 (Tax Liability); and (c) the Executive entering into any tax election required by the Company. 3.7. The Executive may exercise Options on one or more occasions but can only exercise an Option once. 3.8. Subject to the Articles, clauses 3.10 and 3.11 and any Dealing Restrictions, the Company shall allot and issue the Shares in respect of which the Options have been exercised within 10 Business Days of the effective exercise of the Options and at completion of such allotment and issue, the Company shall, subject to clause 3.10 and the Articles: (a) enter the Executive (or the Executive’s nominee, as appropriate) in the Company’s register of members as the holder of the number of Shares issued to the Executive; (b) deliver to the Executive evidence of the number of Shares issued to him; and (c) provided that, if at the time of the issue of any Ordinary Share, the Ordinary Shares are listed: (i) on the New York Stock Exchange or NASDAQ, use its reasonable efforts to issue such Ordinary Share to Cede & Co (as nominee for the Depositary Trust Company); or (ii) on any other stock exchange, use its reasonable efforts to issue such Ordinary Share so that it is admitted to listing and trading on the relevant stock exchange. 3.9. The Shares issued under clause 3.8 shall: (a) be allotted and issued fully paid; (b) rank pari passu and form one class with the fully paid Shares of the same class then in issue, subject to the Articles; (c) be issued free from all liens, encumbrances and other charges thereon and shall confer the same rights as all the other Shares of the same class then in issue; and (d) rank equally for all dividends and distributions announced, declared, made or paid in respect of any record date which is on or after the date of issue of the relevant Shares. 3.10. The allotment and issue of Shares shall be subject to any necessary consents under any relevant enactments or regulations for the time being in force and the Executive shall be responsible for complying with any requirements that the Executive needs to fulfil in order to obtain or avoid the necessity for any such consent. 3.11. If Options are exercised in respect of any Ordinary Shares when Ordinary Shares are listed as described in Clause 3.8(c) then the Company may decide to procure the transfer of such Ordinary Shares from an employee benefit trust to the Executive within 10 Business Days of the effective exercise of the Options instead of allotting and issuing such Ordinary Shares.

EXERCISE OF THE OPTIONS. 3.1. 3.1 HPE Cayman may only exercise the Put Option by serving the Exercise Notice on the UNIS Counterparty during the period beginning on the date that falls after the first day of the sixteenth (16) month from Amended Put SPA Closing and ending on the earlier of the date that (a) an Exercise Notice is served by the UNIS Counterparty on HPE Cayman, and (b) falls thirty-six (36) months after the Amended Put SPA Closing (the Put Option Exercise Period). 3.2 The UNIS Counterparty may exercise the Call Option by serving the Exercise Notice on HPE Cayman during the period beginning on the date that falls after the first day of the sixteenth (16) month from Amended Put SPA Closing and ending on the earlier of the date that (a) an Exercise Notice is served by HPE Cayman on the UNIS Counterparty, and (b) falls thirty-six (36) months after the Amended Put SPA Closing (the Call Option Exercise Period). 3.3 The Options may only be exercised in respect of all (and not only some) of the Remaining Shares. 3.4 If an Option is not duly exercised within the relevant period specified in Subclause 3.1 in relation to the Put Option or as specified in Subclause 3.2 in relation to the Call Option, as the case may be, that Option shall cease to be exercisable and shall lapse with immediate effect. 3.5 Subject to the terms of and conditions set out in this Agreement, HPE Cayman shall sell with full title guarantee and the UNIS Counterparty shall purchase the Remaining Shares at the Option Price. 3.6 The exercise of an Option shall be exercisable between the date of this Agreement oblige HPE Cayman to sell and the Final Exercise Date. 3.2. The Executive may only exercise an Option in respect of a C Share on or following IPO. 3.3. If UNIS Counterparty to purchase the Executive wants to acquire an Ordinary Share he must exercise two Options. 3.4. The Executive may, subject to clauses 3.2, 3.3, 3.6 and any Dealing Restrictions, exercise Options by: (a) giving notice (the “Exercise Notice”) in the form set out in the Appendix to this Agreement (or in such other prescribed form notified to the Executive) to the Company or any person nominated by the Company; (b) indicating on the Exercise Notice whether the Executive is exercising Options in respect of Ordinary Shares and/or C Remaining Shares; and (c) paying to the Company the Exercise Price for the Option Shares in respect of which the Options are being exercised (or giving an undertaking in a form acceptable to the Company to make that payment). 3.5. Any Exercise Notice shall, subject to clause 3.5 and any Dealing Restriction, take effect on the later of the date of receipt by the Company or its duly appointed agent of the notice and the Exercise Price. 3.6. Any exercise of Options shall be conditional on: (a) the Executive entering into a deed of adherence to the Shareholders’ Agreement to the extent that the Shareholders’ Agreement remains in force at the time of exercise and delivering the executed deed of adherence to the Company unless the Executive is already bound by the Shareholders’ Agreement in respect of the Shares to be issued pursuant to such exercise of the Options; (b) the Executive complying with the terms of clause 12 (Tax Liability); and (c) the Executive entering into any tax election required by the Company. 3.7. The Executive may exercise Options on one or more occasions but can only exercise an Option once. 3.8. Subject to the Articles, clauses 3.10 and 3.11 and any Dealing Restrictions, the Company shall allot and issue the Shares in respect of which the Options have been exercised within 10 Business Days of the effective exercise of the Options and at completion of such allotment and issue, the Company shall, subject to clause 3.10 and the Articles: (a) enter the Executive (or the Executive’s nominee, as appropriate) in the Company’s register of members as the holder of the number of Shares issued to the Executive; (b) deliver to the Executive evidence of the number of Shares issued to him; and (c) provided that, if at the time of the issue of any Ordinary Share, the Ordinary Shares are listed: (i) on the New York Stock Exchange or NASDAQ, use its reasonable efforts to issue such Ordinary Share to Cede & Co (as nominee for the Depositary Trust Company); or (ii) on any other stock exchange, use its reasonable efforts to issue such Ordinary Share so that it is admitted to listing and trading on the relevant stock exchange. 3.9. The Shares issued under clause 3.8 shall: (a) be allotted and issued fully paid; (b) rank pari passu and form one class with the fully paid Shares of the same class then in issue, subject to the Articles;terms and conditions set out in this Agreement. (c) 3.7 The Remaining Shares shall be issued sold free from all liens, encumbrances Encumbrances and other charges thereon and shall confer together with all rights attaching to them. 3.8 Upon the same rights as all the other Shares of the same class then in issue; and (d) rank equally for all dividends and distributions announced, declared, made or paid in respect request of any record date which is on or after party, acting reasonably, the date of issue of parties shall agree to enter into a separate agreement in relation to the relevant Shares. 3.10. The allotment and issue of Shares shall be subject to any necessary consents under any relevant enactments or regulations for the time being in force and the Executive shall be responsible for complying with any requirements that the Executive needs to fulfil Transaction in order to obtain or avoid comply with any regulatory filing requirements, provided always that such agreement shall reflect the necessity for any such consentterms and conditions of this Agreement. 3.11. If Options are exercised in respect of any Ordinary Shares when Ordinary Shares are listed as described in Clause 3.8(c) then the Company may decide to procure the transfer of such Ordinary Shares from an employee benefit trust to the Executive within 10 Business Days of the effective exercise of the Options instead of allotting and issuing such Ordinary Shares.

EXERCISE OF THE OPTIONS. 3.14.1 The Parties agree that the Options shall be exercised in accordance with the following provisions. (1) Either Option may be exercised by its Option Grantee’s giving the Option Grantor an Option Exercise Notice at any time during the two week period ending on the date falling three (3) months preceding the fifth (5th) anniversary of the Completion Date (provided that, in the case of the Call Option, it has not lapsed). (2) If the PLMA terminates or any event or circumstance has occurred or arisen resulting in the Projectco having the right to terminate the PLMA, Allianz may exercise the Put Option at any time by giving ▇▇▇▇▇ ▇▇▇▇ an Option Exercise Notice. Subject If an Option Grantee gives an Option Exercise Notice pursuant to this clause 4.1, the Option Grantee and the Option Grantor shall complete the sale and purchase of the Option Stake pursuant to the terms exercise of this Agreement, an such Option shall be exercisable between on the following date (or such other date as the Option Grantor and the Option Grantee may agree in writing): (A) the fifth (5th) anniversary of the Completion Date (in the case of clause 4.1(1)); (B) on the date falling ten (10) Business Days after the date of this Agreement and the Final Option Exercise DateNotice (in the case of clause 4.1(2)). 3.2. The Executive 4.2 Completion of the sale and purchase of the Option Stake pursuant to the exercise of either Option (the “Option Completion”) shall be conditional on each of the representations and warranties given by Allianz under clause 6.1 being accurate in all respects and not misleading. 4.3 At the Option Completion pursuant to the exercise of either Option: (1) ▇▇▇▇▇ ▇▇▇▇ shall pay the Call Option Price or, as the case may only exercise an be, the Put Option Price in immediately available USD funds, without any deduction or withholding, to the bank account notified by Allianz to ▇▇▇▇▇ ▇▇▇▇ in writing at least ten (10) Business Days before the Option Completion; (2) Allianz shall cooperate with ▇▇▇▇▇ ▇▇▇▇ for the release of the Jointly Controlled Information from the joint control (if Allianz has joint control over the Jointly Controlled Information) in order for all the documents and items belonging to the Group delivered by ▇▇▇▇▇ ▇▇▇▇ to Allianz at Completion under paragraphs 2(A), 2(B) and 3 of Part A of Schedule 2 (Completion arrangements) to the Share Purchase Agreement to be delivered to the Guarantor or ▇▇▇▇▇ ▇▇▇▇ (or to be left at the office address of the Projectco); (3) Allianz shall deliver to ▇▇▇▇▇ ▇▇▇▇ the instrument of transfer and sold note in respect of a C Share on or following IPO. 3.3. If all the Executive wants to acquire an Ordinary Share he must exercise two Options. 3.4. The Executive may, subject to clauses 3.2, 3.3, 3.6 and any Dealing Restrictions, exercise Options by: (a) giving notice (the “Exercise Notice”) shares in the form set out in the Appendix to this Agreement (or in such other prescribed form notified to the Executive) to the Company or any person nominated Wuxi Holdco duly executed by the Company; (b) indicating on the Exercise Notice whether the Executive is exercising Options in respect of Ordinary Shares and/or C SharesAllianz; and (c4) paying ▇▇▇▇▇ ▇▇▇▇ shall deliver to Allianz a certified true extract of the resolutions of the board of directors of ▇▇▇▇▇ ▇▇▇▇ approving ▇▇▇▇▇ ▇▇▇▇’s entry into this Deed and its performance of its obligations under this Deed. 4.4 ▇▇▇▇▇ ▇▇▇▇ may not assign its rights under the Call Option. 4.5 Each Party agrees and confirms that for the purpose of any Tax filing in relation to the Company sale of the Exercise Price Option Stake pursuant to the exercise of any Option, the sole consideration for the Option Shares Stake (the “Option Exercise Consideration”) shall be the Call Option Price or, as the case may be, the Put Option Price. For the avoidance of doubt, each Party further agrees and confirms that the consideration for the Option Stake shall not include the Call Option Fee and that the Call Option Price or, as the case may be, the Put Option Price shall not be increased by the Call Option Fee. On this basis, Allianz shall be liable for the Taxes payable in respect of which the Options are being exercised (or giving an undertaking accordance with Bulletin 7 in a form acceptable relation to the Company to make that payment). 3.5. Any Exercise Notice shall, subject to clause 3.5 and any Dealing Restriction, take effect on the later sale of the date of receipt by the Company or its duly appointed agent of the notice and the Exercise Price. 3.6. Any exercise of Options shall be conditional on: (a) the Executive entering into a deed of adherence Option Stake pursuant to the Shareholders’ Agreement to the extent that the Shareholders’ Agreement remains in force at the time of exercise and delivering the executed deed of adherence to the Company unless the Executive is already bound by the Shareholders’ Agreement in respect of the Shares to be issued pursuant to such exercise of the Options; (b) . If required by Allianz, ▇▇▇▇▇ ▇▇▇▇ shall enter into a share transfer agreement for the Executive complying with sale and purchase of the Option Stake reflecting the terms of clause 12 (such sale under this Deed for Allianz’s Tax Liability); and (c) the Executive entering into any tax election required by the Companyfiling purposes. 3.7. The Executive may exercise Options on one or more occasions but can only exercise an Option once. 3.8. Subject to the Articles, clauses 3.10 and 3.11 and any Dealing Restrictions, the Company shall allot and issue the Shares in respect of which the Options have been exercised within 10 Business Days of the effective exercise of the Options and at completion of such allotment and issue, the Company shall, subject to clause 3.10 and the Articles: (a) enter the Executive (or the Executive’s nominee, as appropriate) in the Company’s register of members as the holder of the number of Shares issued to the Executive; (b) deliver to the Executive evidence of the number of Shares issued to him; and (c) provided that, if at the time of the issue of any Ordinary Share, the Ordinary Shares are listed: (i) on the New York Stock Exchange or NASDAQ, use its reasonable efforts to issue such Ordinary Share to Cede & Co (as nominee for the Depositary Trust Company); or (ii) on any other stock exchange, use its reasonable efforts to issue such Ordinary Share so that it is admitted to listing and trading on the relevant stock exchange. 3.9. The Shares issued under clause 3.8 shall: (a) be allotted and issued fully paid; (b) rank pari passu and form one class with the fully paid Shares of the same class then in issue, subject to the Articles; (c) be issued free from all liens, encumbrances and other charges thereon and shall confer the same rights as all the other Shares of the same class then in issue; and (d) rank equally for all dividends and distributions announced, declared, made or paid in respect of any record date which is on or after the date of issue of the relevant Shares. 3.10. The allotment and issue of Shares shall be subject to any necessary consents under any relevant enactments or regulations for the time being in force and the Executive shall be responsible for complying with any requirements that the Executive needs to fulfil in order to obtain or avoid the necessity for any such consent. 3.11. If Options are exercised in respect of any Ordinary Shares when Ordinary Shares are listed as described in Clause 3.8(c) then the Company may decide to procure the transfer of such Ordinary Shares from an employee benefit trust to the Executive within 10 Business Days of the effective exercise of the Options instead of allotting and issuing such Ordinary Shares.