Common use of Second Closing Clause in Contracts

Second Closing. Following the Initial Closing, on the earliest of (i) October 15, 2014, (ii) within ten (10) business days of the date on which the Company files a registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”), the Company shall sell, subject to and on the terms and conditions contained in this Agreement, up to a total of 2,000,000 Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the “Additional Shares”), to the Investors in accordance with each such Investor’s commitment set forth on Schedule I (hereinafter referred to as such Investor’s “Second Closing Commitment”). Each Investor may assign its Second Closing Commitment to entities affiliated with such Investor. The Company shall give at least ten (10) business days prior written notice to each Investor of its intention to consummate the Second Closing. At the Second Closing, the Company shall deliver to each Investor (or its affiliates) a certificate or certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment of the purchase price therefor by cash in immediately available funds. The term “Closing” shall apply to the Initial Closing and the Second Closing unless otherwise specified. The rights and obligations of the Company and the Investors to consummate the Second Closing pursuant to this Section 1.2(b) shall automatically terminate upon the earlier of (i) the consummation of a Liquidation Event or (ii) the written consent of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights set forth in Section 1.2(c).

Second Closing. Following On the Initial ClosingSecond Closing Date, on upon the earliest terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of (i) October 15$150,000 of Shares and Warrants which closing shall occur on, 2014or as soon as reasonably practicable following, (ii) and in any event within ten (10) business 5 Trading days of of, the date on which the Company files a registration statement Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) is filed with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”); provided, the Company shall sellhowever, subject to and on the terms and conditions contained in this Agreement, up to a total of 2,000,000 Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the “Additional Shares”)that, to the Investors extent a Purchaser determines, in accordance its sole discretion, that such Purchaser (together with each such InvestorPurchaser’s commitment Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, in lieu of purchasing such Shares in excess of the Beneficial Ownership Limitation at the Second Cloing, such Purchaser may elect to purchase such Shares on the Third Closing Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on Schedule I (hereinafter referred to as the signature page hereto executed by such Investor’s “Second Closing Commitment”). Each Investor may assign its Second Closing Commitment to entities affiliated with such Investor. The Company shall give at least ten (10) business days prior written notice to each Investor of its intention to consummate the Second Closing. At the Second ClosingPurchaser, and the Company shall deliver to each Investor (or Purchaser its affiliates) respective Shares and a certificate or certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment of the purchase price therefor by cash in immediately available funds. The term “Closing” shall apply Warrant, as determined pursuant to the Initial Closing Section 2.2(a), and the Second Closing unless otherwise specified. The rights and obligations of the Company and each Purchaser shall deliver the Investors to consummate the Second Closing pursuant to this Section 1.2(b) shall automatically terminate upon the earlier of (i) the consummation of a Liquidation Event or (ii) the written consent of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights other items set forth in Section 1.2(c)2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

Second Closing. Following If the Company achieves the Second Closing Milestone, and determines in its sole discretion to deliver to the Initial Closing, on the earliest of (i) October 15, 2014, (ii) within ten (10) business days of the date on which the Company files Investors a registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933Second Closing Milestone Notice, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority defined in Section 5.1 of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”), the Company shall sell, subject to and on the terms and conditions contained in this Agreement, up to and has satisfied all of the other closing conditions set forth in Section 5 of this Agreement, then a total second purchase and sale of 2,000,000 Shares (subject to appropriate adjustment in the event Series 4-A Preferred Stock and Warrants, for such number of any stock dividend, stock split, combination or similar recapitalization affecting such shares) shares and Warrants as listed on Schedule 1 hereto (the “Additional Shares”"SECOND CLOSING"), to shall take place on a date mutually agreed by the Initial Investors in accordance with each such Investor’s commitment set forth on Schedule I and the Company not later than sixty (hereinafter referred to as such Investor’s “60) Business Days from the date of the Second Closing Commitment”)Milestone Notice. Each Investor may assign its Second Closing Commitment In this Agreement, "BUSINESS DAY" means any day except a Saturday, Sunday, a statutory public holiday in Hong Kong or other day on which commercial banks in Hong Kong are authorized or permitted by law to entities affiliated with such Investor. The Company shall give at least ten (10) business days prior written notice to each Investor of its intention to consummate the Second Closingclose. At the Second Closing, if any, the Company shall deliver to each participating Initial Investor (or its affiliates) a certificate or certificates representing the Additional Shares Series 4-A Preferred Stock and Warrant that such Initial Investor (or its affiliates) is purchasing at the Second Closing against payment of the purchase price therefor by cash in immediately available fundscertified check, wire transfer or any combination thereof. The term “Closing” shall apply to the Initial Closing and the Second Closing unless otherwise specified. The rights and obligations shall take place at the offices of Morrison & Foerster, 21st Floor, Entertainment Building, 30 Queen's Road ▇▇▇▇▇▇▇, H▇▇▇ ▇▇▇▇ or at such other place as the Company and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ree upon orally or in writing. For the Investors avoidance of doubt, the Company shall not be obligated to consummate the Second Closing offer or sell Series 4-A Preferred Stock or Warrants pursuant to this Section 1.2(b1.2(c) shall automatically terminate upon the earlier of (i) the consummation of unless and until it has delivered a Liquidation Event or (ii) the written consent of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights set forth in Section 1.2(c)Second Closing Milestone Notice.

Second Closing. Following the Initial Closing, on the earliest of (i) October 15, 2014, (ii) within ten (10) business days of the date on which the Company files a registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant Subject to the Securities Act of 1933, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”), the Company shall sell, subject to and on the terms and conditions contained set forth in Section 4.2 and elsewhere in this Agreement, up to a total the closing and sale of 2,000,000 Shares (subject to appropriate adjustment an additional 5,000 shares of Preferred Stock for an aggregate purchase price of $5,000,000 and Warrants for an aggregate of 205,000 shares of Common Stock shall take place on October 15, 1999 in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) same manner as the First Closing (the “Additional Shares”), to the Investors in accordance with each such Investor’s commitment set forth on Schedule I (hereinafter referred to as such Investor’s “"Second Closing Commitment”Date"). Each Investor may assign its ; provided that in no case shall the Second Closing Commitment to entities affiliated with such Investor. The Company shall give at least ten (10) business days prior written notice to each Investor of its intention to consummate take place unless and until the Second Closingconditions listed in Section 4.2 have been satisfied or waived by the appropriate party. At the Second Closing: (i) Each Purchaser shall deliver, as directed by the Company shall deliver to each Investor (or Company, its affiliates) a certificate or certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment portion of the purchase price therefor as set forth next to its name on a schedule similar to Schedule I (the "Second Closing Schedule"), to be delivered to the Company by cash the Purchasers two days before the Second Closing Date, in United States dollars in immediately available funds. funds to an account or accounts designated in writing by the Company; (ii) The term “Closing” Company shall apply deliver a Preferred Stock certificate(s) representing the number of shares of Preferred Stock purchased by each Purchaser as set forth next to the Initial Closing and such Purchaser's name on the Second Closing unless otherwise specified. Schedule, registered in the name of such Purchaser, each in form satisfactory to the Purchaser and issued pursuant to the Certificate of Designation with a Conversion Price equal to $11.86; (iii) The rights Company shall deliver a Warrant(s), in the form of Exhibit B hereto and obligations with the Exercise Price equal to $11.86 representing the number of the Company and the Investors shares of Common Stock as set forth next to consummate such Purchaser's name on the Second Closing pursuant to this Section 1.2(bSchedule, registered in the name of such Purchaser; and (iv) The parties shall automatically terminate upon the earlier of (i) the consummation of a Liquidation Event or (ii) the written consent execute and deliver each of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) documents referred to exercise the rights set forth in Section 1.2(c)4.2.

Second Closing. Following On the Initial ClosingSecond Closing Date, on upon the earliest terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of (i) October 15$_____ of Shares and Warrants which closing shall occur on, 2014or as soon as reasonably practicable following, (ii) and in any event within ten (10) business 5 Trading days of of, the date on which the Company files a registration statement Registration Statement registering all of the Registrable Securities (as defined in the Registration Rights Agreement) is filed with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”); provided, the Company shall sellhowever, subject to and on the terms and conditions contained in this Agreement, up to a total of 2,000,000 Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the “Additional Shares”)that, to the Investors extent a Purchaser determines, in accordance with each its sole discretion, that such Investor’s commitment set forth on Schedule I Purchaser (hereinafter referred to as such Investor’s “Second Closing Commitment”). Each Investor may assign its Second Closing Commitment to entities affiliated together with such Investor. The Company shall give Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, in lieu of purchasing such Shares in excess of the Beneficial Ownership Limitation at least ten (10) business days prior written notice to each Investor of its intention to consummate the Second Closing. At the Second Closing, such Purchaser may elect to purchase such Shares on the Third Closing Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount with respect to the Second Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Investor (or Purchaser its affiliates) respective Shares and a certificate or certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment of the purchase price therefor by cash in immediately available funds. The term “Closing” shall apply Warrant, as determined pursuant to the Initial Closing Section 2.2(a), and the Second Closing unless otherwise specified. The rights and obligations of the Company and each Purchaser shall deliver the Investors to consummate the Second Closing pursuant to this Section 1.2(b) shall automatically terminate upon the earlier of (i) the consummation of a Liquidation Event or (ii) the written consent of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights other items set forth in Section 1.2(c)2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

Second Closing. Following Subject to the Initial Closing, on satisfaction (or express waiver in writing by the earliest of (iapplicable party) October 15, 2014, (ii) within ten (10) business days of the date on which conditions set forth in Section 2.3 below (including the Company files a registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933Milestone Condition), as amended until January 30, 2024 (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second ClosingClosing Deadline”), the Company shall sell, subject notify and require the Purchasers to and consummate an additional closing (the “Second Closing”) of an additional aggregate amount US$350,000 of 6,306,307 Ordinary Shares equal to such Purchaser’s Subscription Amount (Second Closing) as set forth on the signature page hereto executed by such Purchaser, on the same terms and conditions contained in this Agreementas the First Closing (including, up for the sake of clarify, the PPS), which shall occur at the offices of the Company or such other location as the parties shall mutually agree by delivering to a total of 2,000,000 Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) Purchasers an irrevocable written notice (the “Additional SharesSecond Closing Notice”), that the Company has met the Milestone Condition; provided that the Second Closing Notice is delivered to the Investors in accordance with each such Investor’s commitment set forth on Schedule I Purchasers no later than three (hereinafter referred to as such Investor’s 3) Business Days following the Second Closing Deadline. The date and time of the Second Closing (the “Second Closing CommitmentDate” and together with the First Closing Date, a “Closing Date”)) shall be 10:00 a.m., New York time, on a Business Day identified in the Second Closing Notice; provided that the Second Closing Date shall be not earlier than five (5) Business Days following the delivery of the Second Closing Notice. Each Investor may assign Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to its Second Closing Commitment to entities affiliated with such Investor. The Company shall give at least ten Subscription Amount (10) business days prior written notice to each Investor of its intention to consummate the Second Closing. At the Second Closing, ) and the Company shall deliver to each Investor (or Purchaser its affiliatesrespective Securities as determined pursuant to Section 2.2(a) a certificate or certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment of the purchase price therefor by cash in immediately available funds. The term “Closing” shall apply to the Initial Closing and the Second Closing unless otherwise specified. The rights and obligations of the Company and each Purchaser shall deliver the Investors to consummate the Second Closing pursuant to this Section 1.2(b) shall automatically terminate upon the earlier of (i) the consummation of a Liquidation Event or (ii) the written consent of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights other items set forth in Section 1.2(c)2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree.

Second Closing. Following the Initial Closing, on the earliest of (i) October 15, 2014, (ii) within ten (10) business days The closing of the date on which the Company files a registration statement with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and such registration statement has an estimated price range, and (iii) such time as the Investors holding at least a majority purchase of the then outstanding Second Tranche Purchased Shares (which majority shall include WCAS) agree upon in writing (which time is designated as the “Second Closing”)) will take place at the offices of K&L Gates LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at such other place as the Company shall selland the Investors may agree, subject to at such time and on the terms and conditions contained in this Agreement, up to a total of 2,000,000 Shares (subject to appropriate adjustment such date in the event fourth calendar quarter of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (2009 as the “Additional Shares”), Company may specify to the Investors by notice given at least 15 business days in accordance with each such Investor’s commitment set forth advance of the specified Second Closing Date. In the absence of any notice from the Company, the Second Closing will take place on Schedule I (hereinafter October 1, 2009. The time and date on which the Second Closing occurs is referred to in this Agreement as the “Second Closing Date;” the First Closing Date and the Second Closing Date may be referred to as such Investor’s a “Closing Date.” (ii) Subject to the fulfillment or waiver of the conditions to the Second Closing Commitment”in this Section 1.2(b). Each Investor may assign its Second Closing Commitment to entities affiliated with such Investor. The Company shall give , at least ten (10) business days prior written notice to each Investor of its intention to consummate the Second Closing. At the Second Closing, the Company shall will deliver to each Investor (the Second Tranche Purchased Shares, as evidenced by one or its affiliates) a certificate or more certificates representing the Additional Shares that such Investor (or its affiliates) is purchasing against payment dated as of the purchase price therefor by cash in immediately available funds. The term “Closing” shall apply to the Initial Closing and the Second Closing unless otherwise specifiedDate and bearing appropriate legends as provided for in this Agreement, in exchange for payment in full from each Investor of the amount set forth next to the respective Investor’s name on Annex 1.1 (for an aggregate amount of $100,000,000). Each Investor will pay by wire transfer of immediately available United States funds to a bank account that has been designated by the Company at least two business days before the Second Closing Date. (iii) The rights respective obligations of each Investor and obligations the Company to consummate the purchase of the Second Tranche Purchased Shares are subject to the fulfillment (or waiver by the Investors or the Company, as applicable) before the Second Closing of the conditions that: (A) any approvals or authorizations of any Governmental Entities, the absence of which would reasonably be expected to make the Purchase unlawful, will have been obtained or made in form and substance reasonably satisfactory to each party and will be in full force and effect and (B) no provision of any applicable Republic of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, or other law and no judgment, injunction, order or decree of any Governmental Entity will prohibit the purchase and sale of the Purchased Shares. (iv) The obligation of the Company to consummate the Second Closing is subject to the fulfillment (or waiver by the Company) at or before the Second Closing of each of the following conditions: (A) the representations and warranties of each Investor set forth in this Agreement will be true and correct as though made on and as of the Second Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of the each Investor’s representations and warranties to be so true and correct does not result in, and would not be reasonably likely to result in, an Investor Material Adverse Effect and (B) the Investors will have performed in all material respects all obligations required to be performed by each of them under this Agreement after the First Closing and before the Second Closing. (v) The obligation of the Investors to consummate the Second Closing pursuant is also subject to this Section 1.2(bthe fulfillment (or waiver by the Investors) shall automatically terminate upon at or before the earlier Second Closing of each of the following conditions: (iA) the consummation of a Liquidation Event or (ii) the written consent representations and warranties of the Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) to exercise the rights Company set forth in Section 1.2(cthis Agreement will be true and correct as though made on and as of the Second Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of the Company’s representations and warranties to be so true and correct, does no result in, and would not be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect; (B) the Company will have performed in all material respects all obligations required to be performed by it under this Agreement after the First Closing and before the Second Closing and will not have taken any actions in violation of the provisions of the Statement of Designation; and (C) the Investors will have received a legal opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., Republic of the ▇▇▇▇▇▇▇▇ Islands counsel for the Company, in substantially the form attached as Exhibit E-2.