Exhibit 10.9


 


IN ACCORDANCE
WITH ITEM 601(B)(10)(IV) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH
(1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS
BEEN REDACTED.


 


EXECUTION
VERSION



 


Dated
16 March 2022




 


YishengBio
(Hong Kong) Holdings Limited

(依生生物科技(香港)控股有限公司)


(as
Borrower)


 


The
persons listed in Part I of Schedule 1


(as
Original Guarantors)


 


The
persons listed in Part II of Schedule 1


(as
Original PRC Guarantors)


 


The
persons listed in Part III of Schedule 1


(as
Original Lenders)


 


R-Bridge
Healthcare Fund, LP


(as
Agent)


 


 






 


FACILITY
AGREEMENT


 


 






 


[***]




     


     


    

CONTENTS


 


	Clause	Page



 


	1.	DEFINITIONS AND INTERPRETATION 	1
	2.	THE FACILITY 	22
	3.	PURPOSE 	23
	4.	CONDITIONS OF UTILISATION 	23
	5.	UTILISATION 	24
	6.	REPAYMENT 	25
	7.	PREPAYMENT AND CANCELLATION 	25
	8.	INTEREST 	28
	9.	INTEREST PERIODS 	28
	10.	FEES 	29
	11.	TAX GROSS UP AND INDEMNITIES 	30
	12.	INCREASED COSTS 	35
	13.	MITIGATION BY THE LENDERS 	36
	14.	OTHER INDEMNITIES 	37
	15.	COSTS AND EXPENSES 	38
	16.	GUARANTEE AND INDEMNITY 	40
	17.	REPRESENTATIONS 	43
	18.	INFORMATION UNDERTAKINGS 	50
	19.	FINANCIAL COVENANTS 	53
	20.	GENERAL UNDERTAKINGS 	56
	21.	SUBORDINATION 	70
	22.	EVENTS OF DEFAULT 	76
	23.	CHANGES TO THE LENDERS 	81
	24.	CHANGES TO THE OBLIGORS 	86
	25.	CONFIDENTIAL INFORMATION 	87
	26.	ROLE OF THE AGENT 	91
	27.	SHARING AMONG THE FINANCE PARTIES 	98
	28.	PAYMENT MECHANICS 	100
	29.	SET-OFF 	102
	30.	NOTICES 	103
	31.	CALCULATIONS AND CERTIFICATES 	105
	32.	PARTIAL INVALIDITY 	105
	33.	REMEDIES AND WAIVERS 	105
	34.	AMENDMENTS AND WAIVERS 	105
	35.	COUNTERPARTS 	106
	36.	GOVERNING LAW 	107
	37.	ENFORCEMENT 	107



	SCHEDULE 1 	THE ORIGINAL PARTIES 	109
	SCHEDULE 2 	CONDITIONS PRECEDENT 	111
	SCHEDULE 3 	UTILISATION REQUEST 	116
	SCHEDULE 4 	FORM OF TRANSFER CERTIFICATE 	117
	SCHEDULE 5 	FORM OF COMPLIANCE CERTIFICATE 	118
	SCHEDULE 6 	FORM OF ACCESSION LETTER 	119
	SCHEDULE 7 	FORM OF RESIGNATION LETTER 	120
	SCHEDULE 8 	EXISTING FINANCIAL INDEBTEDNESS 	121
	SCHEDULE 9 	EXISTING SECURITY 	122
	SCHEDULE 10 	TIMETABLES 	123
	SCHEDULE 11 	COMPETITORS 	124




     


     


    

THIS
AGREEMENT is dated 16 March 2022 and made between:


 


		(1)	YishengBio
                                         (Hong Kong) Holdings Limited (依生生物科技(香港)控股有限公司),
                                         a company with limited liability incorporated under the laws of Hong Kong, with registration
                                         number [***], having its registered office at Flat/Rm A 12/F, ZJ 300, 300 Lockhart
                                         Road, Wanchai, Hong Kong as borrower (the “Borrower”);



 


		(2)	THE
                                         PERSONS listed in Part I of Schedule 1 (The Original Parties) as original
                                         guarantors (the “Original Guarantors”);



 


		(3)	THE
                                         PERSONS listed in Part II of Schedule 1 (The Original Parties) as original
                                         PRC guarantors (the “Original PRC Guarantors”);



 


		(4)	THE
                                         PERSONS listed in Part III of Schedule 1 (The Original Parties) as lenders
                                         (the “Original Lenders”); and



 


		(5)	R-Bridge
                                         Healthcare Fund, LP as agent of the Finance Parties (other than itself) (the “Agent”).



 


IT
IS AGREED as follows:


 


SECTION
1


 


INTERPRETATION


 


	1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Definitions



 


In
this Agreement:


 


“Accession
Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).


 


“Additional
Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).


 


“Additional
PRC Guarantor” means a company which becomes an Additional PRC Guarantor in accordance with Clause 24 (Changes to
the Obligors).


 


“Adjuvant
Global Health Agreement” means the global health agreement dated 10 July 2020 entered into between Yisheng Biopharma
Co., Ltd and Adjuvant Global Health Technology Fund, L.P., which shall not take into account any subsequent amendment, waiver,
variation, supplement or restatement unless agreed to in writing by the Majority Lenders.


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Anti-Corruption
Law” means the United Kingdom Bribery Act 2010, the FCPA and all laws, rules and regulations, issued, administered or
enforced by the US, the United Kingdom, the European Union or any of its member states, Hong Kong, the PRC, Singapore, Cayman
Islands or any other country or Governmental Agency, which laws, rules and/or regulations are applicable from time to time to
any Obligor or any Group Member concerning or relating to bribery or corruption.



    1


     

    

“Anti-Money
Laundering Law” means all applicable anti-money laundering laws (including Hong Kong, Singapore, PRC and US anti-money
laundering laws) and all applicable rules, regulations and guidelines issued, administered or enforced by any governmental or
regulatory agency pursuant to such laws.


 


“Anti-Terrorism
Law” means the US Patriot Act, the US Money Laundering Control Act of 1986 (18 USC sect. 1956), the US Executive Order
No. 13224 on Terrorist Financing: Blocking Property and Prohibiting Transaction with persons who Commit, Threaten to Commit, or
Support Terrorism, issued 23 September 2001, as amended by Order 13268 (the Executive Order) or any similar law enacted in the
US, any member nation of the European Union, Hong Kong, the PRC, the United Kingdom, Singapore, Cayman Islands or the United Nations.


 


“APLMA”
means the Asia Pacific Loan Market Association Limited.


 


“Applicable
Law” means, in relation to a person, all laws, rules, regulations and orders of Governmental Agencies applicable to
such person or any of its properties or assets.


 


“Assignment
Agreement” means an agreement substantially in a recommended form of the APLMA or any other form agreed between the
relevant assignor, assignee and the Agent.


 


“Authorisation”
means:


 


		(a)	an
                                         authorisation, consent, approval, resolution, licence, exemption, filing, notarisation,
                                         lodgement or registration; or



 


		(b)	in
                                         relation to anything which will be fully or partly prohibited or restricted by law if
                                         a Governmental Agency intervenes or acts in any way within a specified period after lodgement,
                                         filing, registration or notification, the expiry of that period without intervention
                                         or action.



 


“Availability
Period” means the period from and including the date of this Agreement to and including the date falling ten (10) Business
Days after the date of this Agreement.


 


“Beijing
Yisheng” means Beijing Yisheng Biotechnology Co., Ltd. (北京依生生物技术有限公司),
a company incorporated under the laws of the PRC, with unified social credit code [***].


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and (in
relation to any date for payment or purchase of US dollars) New York.


 


“Cash
Equivalent Investments” means investments that are short term investments (excluding equity investments) which are readily
convertible into cash without incurring any significant premium or penalty.


 


“Cayman
Yisheng” means YishengBio Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman
Islands with company number 368187 and whose registered office is at Maples Corporate Services Limited at PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands and registered as a non-Hong Kong company under Part 16 of the Companies Ordinance with
company number [***] having its place of business in Hong Kong at Room A, 12/F, ZJ 300, 300 Lockhart Road, Wan Chai, Hong Kong.


 


“Cayman
Yisheng Articles” means the amended and restated articles of association of Cayman Yisheng, as adopted by special
resolution of all of the shareholders of Cayman Yisheng on 28 January 2021 and effective on 29 January 2021, as amended,
supplemented and restated from time to time.



    2


     

    


“Change
of Control” means:


 


		(a)	at
                                         any time prior to the occurrence of the IPO, Mr. Zhang and his Family Members (in aggregate)
                                         do not or cease to own beneficially (directly or indirectly) at least 50.1% of the Equity
                                         Interests in Cayman Yisheng and at least 50.1% of the economic interest in Cayman Yisheng,
                                         in each case determined on an as-if-converted basis; or



 


		(b)	at
                                         any time after the occurrence of the IPO, Mr. Zhang and his Family Members (in aggregate)
                                         do not or cease to:



 


		(i)	own
                                         beneficially (directly or indirectly) at least 30% of the ordinary shares in Cayman Yisheng
                                         and at least 30% of the economic interest in Cayman Yisheng; or



 


		(ii)	exercise
                                         or control the exercise of 30% or more of the voting power at general meetings of Cayman
                                         Yisheng.



 


“Closing
Fee” has the meaning given to it in Clause 10.1 (Closing fee).


 


“Code” means the US Internal
Revenue Code of 1986.


 


“Commitment” means:


 


		(a)	in
                                         relation to an Original Lender, the amount set opposite its name under the heading “Commitment”
                                         in Part III of Schedule 1 (The Original Parties) and the amount of any other Commitment
                                         transferred to it under this Agreement; and



 


		(b)	in
                                         relation to any other Lender, the amount of any Commitment transferred to it under this
                                         Agreement,



 


to
the extent not cancelled, reduced or transferred by it under this Agreement.


 


“Companies Act” means the Companies
Act 1967 of Singapore.


 


“Companies
Ordinance” means the Companies Ordinance (Cap. 622 of the laws of Hong Kong).


 


“Competitors”
means the entities listed in Schedule 11 (Competitors), as may be updated from time to time if so requested by the Borrower
and approved by the Agent (such approval not to be unreasonably withheld or delayed).


 


“Compliance
Certificate” means a certificate delivered pursuant to Clause 18.2 (Compliance Certificate) and signed by (i)
Mr. Zhang (if he is a director); (ii) any two directors; or (iii) a director and the chief financial officer of the Borrower or
(as applicable) Cayman Yisheng substantially in the form set out in Schedule 5 (Form of Compliance Certificate).


 


“Confidential
Information” means all information relating to the Borrower, any Transaction Obligor, the Group, the Finance Documents
or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or
which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents
or the Facility from either:


 


		(a)	any
                                         Transaction Obligor or Group Member or any of their advisers; or




    3


     

    

		(b)	another
                                         Finance Party, if the information was obtained by that Finance Party directly or indirectly
                                         from any Transaction Obligor or Group Member or any of their advisers,



 


in
whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but excludes information that:


 


		(i)	is
                                         or becomes public information other than as a direct or indirect result of any breach
                                         by that Finance Party of Clause 25 (Confidential Information); or



 


		(ii)	is
                                         identified in writing at the time of delivery as non-confidential by any Transaction
                                         Obligor or Group Member or any of their advisers; or



 


		(iii)	is
                                         known by that Finance Party before the date the information is disclosed to it in accordance
                                         with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after
                                         that date, from a source which is, as far as that Finance Party is aware, unconnected
                                         with any Transaction Obligor or Group Member and which, in either case, as far as that
                                         Finance Party is aware, has not been obtained in breach of, and is not otherwise subject
                                         to, any obligation of confidentiality.



 


“Confidentiality
Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form
agreed between the Borrower and the Agent.


 


“Constitutional
Documents” means, in respect of any person, the certificate of incorporation, the memorandum of association and the
articles of association (or, in each case, the equivalent thereof), any certificate of change of name and any other constitutional
documents of such person, including any amendments and/or supplements thereto.


 


“Default”
means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the
expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination
of any of the foregoing) be an Event of Default.


 


“Discharge
Date” means the first date on which all obligations and liabilities owing by each Transaction Obligor to any Finance
Party under each Relevant Finance Document (other than any contingent obligation of Cayman Yisheng under Clause 16.1 (Guarantee
and indemnity) or any contingent obligation of the Borrower or Cayman Yisheng under Clause 11 (Tax Gross Up and Indemnities),
Clause 14 (Other Indemnities) or Clause 15 (Costs and expenses), in each case in relation to the Royalty Deed) have
been irrevocably and unconditionally repaid and discharged in full and is not avoided or restored in insolvency, liquidation,
administration or otherwise, and no Commitment is in force.


 


“Disruption
Event” means either or both of:


 


		(a)	a
                                         material disruption to those payment or communications systems or to those financial
                                         markets which are, in each case, required to operate in order for payments to be made
                                         in connection with the Facility (or otherwise in order for the transactions contemplated
                                         by the Finance Documents to be carried out) which disruption is not caused by, and is
                                         beyond the control of, any of the Parties; and




    4


     

    


		(b)	the
                                         occurrence of any other event which results in a disruption (of a technical or systems-related
                                         nature) to the treasury or payments operations of a Party preventing that, or any other
                                         Party:



 







		(i)	from
                                         performing its payment obligations under the Finance Documents; or



 


		(ii)	from
                                         communicating with other Parties in accordance with the terms of the Finance Documents,



 


and
which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.


 


“EBITDA”
has the meaning given to it in Clause 19.3 (Financial definitions).


 


“Environmental
Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.


 


“Environmental
Law” means any applicable law in any jurisdiction in which any Transaction Obligor or Group Member conducts business
which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of
animals or plants.


 


“Environmental
Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental
Law for the operation of the business of any Transaction Obligor or Group Member conducted on or from the properties owned or
used by the relevant Transaction Obligor or Group Member.


 


“Equity
Interest” means, in relation to any person:


 


		(a)	any
                                         shares of any class or capital stock of or equity interest (including any partnership
                                         interest) in such person or any depositary receipt in respect of any such shares, capital
                                         stock or equity interest;



 


		(b)	any
                                         securities convertible or exchangeable (whether at the option of the holder thereof or
                                         otherwise and whether such conversion is conditional or otherwise) into any such shares,
                                         capital stock, equity interest or depositary receipt, or any depositary receipt in respect
                                         of any such securities; or



 


		(c)	any
                                         option, warrant or other right to acquire any such shares, capital stock, equity interest,
                                         securities or depositary receipts referred to in paragraphs (a) and/or (b).



 


“Event
of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).


 


“Excluded
Insurance Proceeds” means:


 


		(a)	any
                                         proceeds of any claim under any insurance effected by an Obligor, where such proceeds
                                         are, or are to be, applied:



 


		(i)	(in
                                         the case of a third party liability insurance, clinical trial insurance, product liability
                                         insurance and directors and officers liability insurance) towards the satisfaction of
                                         any claim made by a third party that is not an Obligor or an Affiliate of an Obligor
                                         (or, to the extent such claim has already been satisfied by payment by an Obligor, towards
                                         reimbursement of such Obligor for such payment); or



 


		(ii)	in
                                         the replacement, reinstatement and/or repair of the assets or otherwise in amelioration
                                         of the loss in respect of which the relevant claim was made; or




    5


     

    

		(b)	any
                                         proceeds of any claim under any insurance effected by an Obligor, to the extent that
                                         the amount of such proceeds, when aggregated with the proceeds of any and all claims
                                         under insurance(s) effected by an Obligor (excluding any proceeds falling within paragraphs
                                         (a)(i) and (a)(ii) above) that are received or recovered by and/or paid to the order
                                         of any Obligor during any calendar year does not exceed US$750,000 (or its equivalent).



 


“Existing
Financial Indebtedness” means the existing Financial Indebtedness as set out in Schedule 8 (Existing Financial Indebtedness).


 


“Existing
Onshore Debt” has the meaning given to it in Clause 20.29 (Onshore Collateral).


 


“Existing
Security” means the Security constituted by the security documents as set out in Schedule 9 (Existing Security).


 


“Facility”
means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).


 


“Facility
Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a
Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which
it will perform its obligations under this Agreement.


 


“Family
Member” means, in relation to any individual, such individual’s parents, spouse and such individual’s lineal
descendants (which include, for the avoidance of doubt, sons and daughters of sons and sons and daughters of daughters), and any
trust the sole settlor of which include any or all of the foregoing.


 


“FATCA”
means:


 


		(a)	sections
                                         1471 to 1474 of the Code or any associated regulations;



 


		(b)	any
                                         treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
                                         agreement between the US and any other jurisdiction, which (in either case) facilitates
                                         the implementation of any law or regulation referred to in paragraph (a) above; or



 


		(c)	any
                                         agreement pursuant to the implementation of any treaty, law or regulation referred to
                                         in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government
                                         or any governmental or taxation authority in any other jurisdiction.



 


“FATCA
Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA
Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“FATCA
FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party
is not a FATCA Exempt Party, could be required to make a FATCA Deduction.


 


“FCPA”
means the US Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“Final
Repayment Date” means the date falling 54 Months after the Utilisation Date.




    6


     

    

“Finance
Document” means this Agreement, any PRC Guarantee, the Royalty Deed, any Accession Letter, any Resignation Letter, the
Utilisation Request, any Subordination Deed and any other document designated as such by the Agent and the Borrower.


 


“Finance
Lease” means any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated
as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance
with GAAP in force prior to 1 January 2019, have been treated as an operating lease).


 


“Finance
Party” means the Agent or a Lender.


 


“Financial
Indebtedness” means any indebtedness for or in respect of:


 


		(a)	moneys
                                         borrowed;



 


		(b)	any
                                         amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



 


		(c)	any
                                         amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
                                         loan stock or any similar instrument;



 


		(d)	the
                                         amount of any liability in respect of any Finance Lease;



 


		(e)	receivables
                                         sold or discounted (other than any receivables to the extent they are sold on a non-recourse
                                         basis);



 


		(f)	any
                                         amount raised under any other transaction (including any forward sale or purchase agreement,
                                         put option or similar arrangement, sale and sale back and/or sale and leaseback agreement)
                                         of a type not referred to in any other paragraph of this definition having the commercial
                                         effect of a borrowing;



 


		(g)	any
                                         amount raised by the issue of redeemable shares which are redeemable before the Final
                                         Repayment Date;



 


		(h)	any
                                         derivative transaction entered into in connection with protection against or benefit
                                         from fluctuation in any rate or price (and, when calculating the value of any derivative
                                         transaction, only the marked to market value (or, if any actual amount is due as a result
                                         of the termination or close-out of that derivative transaction, that amount) shall be
                                         taken into account);



 


		(i)	any
                                         counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
                                         letter of credit or any other instrument issued by a bank or financial institution; and



 


		(j)	the
                                         amount of any liability in respect of any guarantee or indemnity for any of the items
                                         referred to in paragraphs (a) to (i) above.



 


“Financial
Quarter” means the period commencing on the date after one Financial Quarter Date and ending on the next Financial Quarter
Date.


 


“Financial
Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.


 


“Financial Year” means
each financial year ending on 31 March.



    7


     

    


“Force
Majeure Event” means, in respect of any person which is affected thereby, strikes, wars, riots, earthquakes,
snowstorms, floods, epidemics, pandemic (including the COVID-19 pandemic), fire (excluding arson), any act of God or other
force majeure event which, in each case:


 








		(a)	is
                                         or are beyond the reasonable control of, and not caused by the fault or negligence of,
                                         that person; and



 


		(b)	has
                                         or have the effect of suspending, delaying, limiting and/or rendering it impracticable
                                         for that person to conduct or carry out its day-to-day business or normal operations.



 


“GAAP”
means IFRS.


 


“Governmental
Agency” means any government or any governmental agency, semi- governmental or judicial entity or authority (including,
without limitation, any stock exchange or any self-regulatory organisation established under statute).


 


“Group”
means Cayman Yisheng and its Subsidiaries from time to time. “Group Member” means a member of the Group.


 


“Group
Structure Chart” means the group structure chart showing all Group Members as at the date of this Agreement in agreed
form.


 


“Guaranteed
Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed
jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Finance Party under each Finance
Document, in each case together with:


 


		(a)	all
                                         moneys, obligations and liabilities due, owing or incurred in respect of any variations
                                         or increases in the amount or composition of the facilities provided under any Finance
                                         Document or the obligations and liabilities imposed under such documents; and



 


		(b)	all
                                         costs, charges and expenses incurred by any Finance Party in connection with the protection,
                                         preservation or enforcement of its rights under any Finance Document.



 


“Guarantor”
means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24 (Changes
to the Obligors).


 


“Historical
Overdue Taxes” means the overdue tax of Liaoning Yisheng in the aggregate amount of approximately RMB53.8 million as
of 31 December 2020 and the corresponding late charge of approximately RMB71.8 million.


 


“Holding
Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.


 


“Hong
Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.


 


“IFRS”
means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.


 


“Included
Products” means the YSJATM Rabies Vaccine, PIKATM Rabies Vaccine and other rabies vaccines and
following any improvement, modification, development of such vaccine, such improved, modified or developed vaccines.




    8


     

    

“Indirect
Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.


 


“Insurance
Proceeds” means the proceeds of any claim under any insurance received or recovered by (or paid to the order of) any
Obligor (except to the extent that such proceeds constitute Excluded Insurance Proceeds), after deducting any reasonable fees,
costs and expenses in relation to that claim which are incurred by that Obligor to any person who is not an Obligor or an Affiliate
of an Obligor.


 


“Intellectual
Property” means:


 


		(a)	any
                                         Patent Rights, trade marks, service marks, designs, business names, trade names, database
                                         rights, design rights, domain names, moral rights, inventions, confidential information,
                                         knowhow, proprietary information, trade secret, clinical and non-clinical data, unpatented
                                         inventions, copyrights and other intellectual property rights and interests (which may
                                         now or in the future subsist), whether registered or unregistered;



 


		(b)	the
                                         benefit of all applications and rights to use such assets of each Group Member (which
                                         may now or in the future subsist); and



 


		(c)	any
                                         claim for damage by way of any past, present or future infringement of any of the foregoing.



 


“Interest
Period” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods)
and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Interest
Rate” means four per cent. (4%) per annum.


 


“IPO”
means the listing, admission to trading, flotation or public offering on any stock or securities exchange of any shares of Cayman
Yisheng or Holding Company of Cayman Yisheng (including upon or as a result of any direct or indirect merger, consolidation or
takeover of Cayman Yisheng or Holding Company of Cayman Yisheng with or by any entity whose shares or securities are listed, admitted
to trading, floated or publicly offered on any stock or securities exchange or market).


 


“Ipso
Facto Event” means an Obligor which is incorporated or established under the laws of Singapore is the subject of any
proceedings as described in section 440 of the IRDA.


 


“IRDA”
means the Insolvency, Restructuring and Dissolution Act 2018 of Singapore.


 


“Joint
Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture
or partnership or any other entity.


 


“Legal
Reservations” means:


 


		(a)	the
                                         principle that equitable remedies may be granted or refused at the discretion of a court
                                         and the limitation of enforcement by laws relating to insolvency, reorganisation and
                                         other laws generally affecting the rights of creditors;



 


		(b)	the
                                         time barring of claims under the Limitation Ordinance (Cap. 347 of the Laws of Hong Kong),
                                         the possibility that an undertaking to assume liability for or indemnify a person against
                                         non-payment of stamp duty may be void and defences of set-off or counterclaim;




    9


     

    

		(c)	following
                                         the enforcement of any PRC Guarantee, repatriation of the enforcement proceeds thereunder
                                         out of the PRC may be limited by a failure to complete the registration of such PRC Guarantee
                                         with SAFE;



 


		(d)	similar
                                         principles, rights and defences under the laws of any Relevant Jurisdiction; and



 


		(e)	any
                                         other matters which are set out as qualifications or reservations as to matters of law
                                         of general application in any legal opinion supplied to the Agent in connection with
                                         the Finance Documents.



 


“Lender”
means:


 


		(a)	any
                                         Original Lender; and



 


		(b)	any
                                         bank, financial institution, trust, fund or other entity which has become a Party in
                                         accordance with Clause 23 (Changes to the Lenders),



 


which
in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.


 


“Liaoning
Yisheng” means Liaoning Yisheng Biopharma Co. Ltd.(辽宁依生生物制药有限公司),
a company incorporated under the laws of the PRC, with unified social credit code [***].


 


“Loan”
means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan.


 


“Majority
Lenders” means a Lender or Lenders whose Commitments aggregate more than 662⁄3% of the Total Commitments (or, if
the Total Commitments have been reduced to zero, aggregated more than 662⁄3% of the Total Commitments immediately prior to
the reduction).


 


“Makewhole
Amount” means in respect of any repayment or prepayment of the Loan (or any part thereof) on or prior to the
Makewhole Day (other than any prepayment pursuant to Clause 7.1 (Illegality), Clause 7.5 (Mandatory prepayment
 – Non-IPO Event) or Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)) or
following an acceleration of the Loan pursuant to Clause 22.18 (Acceleration), an amount in US dollars equal to the
aggregate amount of interest which would have accrued on the portion of the Loan which is to be repaid or prepaid from the
date of such repayment or prepayment to and including the Makewhole Day as if such repayment or prepayment had not been
made.


 


“Makewhole
Day” means the date falling twenty-four (24) Months after the Utilisation Date.


 


“Material Adverse Effect”
means a material adverse effect on:


 


		(a)	the
                                         business, operations, property or financial condition of the Transaction Obligors or
                                         the Group taken as a whole;



 


		(b)	the
                                         ability of any of the Transaction Obligors to perform its obligations under the Finance
                                         Documents; or



 


		(c)	the
rights or remedies of any Finance Party under any of the Finance Documents.



 


“Material Licence” means any:


 


		(a)	Intellectual
                                         Property;




    10


     

    

		(b)	licence
                                         or sub-license agreement or other agreement with respect to rights in Intellectual Property;
                                         or



 


		(c)	permit
                                         or Authorisation,



 


in
each case held by a Group Member which is necessary for the conduct of the business, trade and ordinary activities of the Group
as a whole and the lack or impairment of which would adversely affect the ability of the Group as a whole to conduct a material
part of its business or trade.


 


“Month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month,
except that:


 


		(a)	(subject
                                         to paragraph (c) below) if the numerically corresponding day is not a Business Day, that
                                         period shall end on the next Business Day in that calendar month in which that period
                                         is to end if there is one, or if there is not, on the immediately preceding Business
                                         Day;



 


		(b)	if
                                         there is no numerically corresponding day in the calendar month in which that period
                                         is to end, that period shall end on the last Business Day in that calendar month; and



 


		(c)	if
                                         an Interest Period begins on the last Business Day of a calendar month, that Interest
                                         Period shall end on the last Business Day in the calendar month in which that Interest
                                         Period is to end.



 


The
above rules will apply only to the last Month of any period.


 


“Mr.
Zhang” means Mr. Zhang Yi, holder of PRC identity card number [***].


 


“NBWD”
means Nei Bao Wai Dai (内保外贷), being an arrangement or transaction where a creditor that is incorporated,
registered or domiciled outside the PRC or considered or deemed to be an offshore creditor by SAFE:


 


		(a)	extends
                                         any facility, loan or advance to a borrower incorporated or registered outside of the
                                         PRC; and/or



 


		(b)	conducts
                                         any transactions with such borrower incorporated or registered outside of the PRC,



 


and
in respect of that facility, loan or advance or transaction, any guarantee or Security is granted by any person that is incorporated
or registered in the PRC.


 


“Net
Sales” has the meaning given to such term in the Royalty Deed.


 


“Net
Sales Report” means, with respect to each Financial Quarter, a written report setting out (i) the Net Sales of the
Included Products for such Financial Quarter, (ii) the cumulative year-to-date aggregate Net Sales of the Included Products
as at the end of such Financial Quarter, (iii) the Net Sales of the Included Products for the 12 months ending on such
Financial Quarter and (iii) the gross-to-net revenue adjustments for such Financial Quarter in reasonable details.


 


“New
Lender” has the meaning given to that term in Clause 23 (Changes to the Lenders).


 


“Non-IPO Event”
means the IPO has not occurred by the later of:


 


		(a)	31
                                         October 2023; and




    11


     

    

		(b)	the
                                         date falling two Months prior to the Non-IPO Redemption Trigger Date.



 


“Non-IPO
Redemption Trigger Date” means, in respect of any Equity Interests of Cayman Yisheng, the latest day by which the IPO
shall occur and failing which, such Equity Interests shall become redeemable at the option of the holder of such Equity Interests
in accordance with the terms of the Shareholder Documents (and, if there is more than one such date in respect of different classes
or series of such Equity Interests, the earliest of those dates).


 


“Obligors”
means the Borrower, the PRC Guarantors and the Guarantors and “Obligor” means each one of them.


 


“Obligors’
Agent” means the Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause
2.3 (Obligors’ Agent).


 


“Offshore
Group Member” means each Group Member which is not an Onshore Group Member.


 


“Onshore
Group Member” means each Group Member which is incorporated or established under the laws of the PRC.


 


“Onshore
Refinancing Debt” has the meaning given to it in Clause 20.29 (Onshore Collateral).


 


“Ordinary
Sale Disposal” means any disposal of its inventory for cash by any Group Member in its ordinary course of business.


 


“Original
Financial Statements” means:


 


		(a)	the
                                         audited consolidated financial statements of the Group for the Financial Year ended 31
                                         March 2021;



 


		(b)	the
                                         unaudited consolidated financial statements of the Group for the 9-month period ended
                                         31 December 2021;



 


		(c)	the
                                         unaudited financial statements of Cayman Yisheng for the 6-month period ended 30 September
                                         2021; and



 


		(d)	the
                                         unaudited financial statements of the Borrower for the 6-month period ended 30 September
                                         2021.



 


“Original
Obligor” means the Borrower, an Original Guarantor or an Original PRC Guarantor.


 


“Party” means a
party to this Agreement.


 


“Patent
Rights” means all patents and patent applications (including provisional applications), such as divisionals, continuations,
substitutions, continuations-in-part, re-examinations, re-issues, additions, renewals, extensions, confirmations, registrations,
any other pre-or post-grant forms of any of the foregoing as well as patent term extensions, and supplemental protection certificates,
petty patents, regulatory exclusivity and other similar protections together with:


 


		(a)	all
                                         rights and privileges arising under Applicable Law with respect to a person’s use
                                         of such patent;



 


		(b)	income,
                                         fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder
                                         and with respect thereto including damages and payments for past, present or future infringements
                                         thereof; and




    12


     

    

		(c)	rights
                                         to sue for past, present or future infringements thereof.



 


“Payment
Date” means, at any time after the Utilisation Date and prior to the Final Repayment Date, the fifth (5th)
Business Day after each Financial Quarter Date.


 


“Permitted
Intra-group Loan” means any Financial Indebtedness made available by:


 


		(a)	an
                                         Offshore Group Member to another Offshore Group Member (other than Cayman Yisheng); or



 


		(b)	a
                                         PRC Guarantor to another PRC Guarantor; or



 


		(c)	(after
                                         the occurrence of the IPO) a Group Member to another Group Member (other than Cayman
                                         Yisheng).



 


“Permitted
Intra-group Transfer” has the meaning given to it in paragraph (b)(vii)(A) of Clause 20.13 (Financial Indebtedness).


 


“Permitted
Joint Venture Investment” has the meaning given to such term in Clause 20.10 (Acquisitions and Joint Ventures).


 


“Permitted
Junior Debt” means any Financial Indebtedness owing by Cayman Yisheng to any of its direct or indirect shareholders
or Affiliates (other than a Group Member), excluding any Financial Indebtedness made available to Cayman Yisheng by (or becomes
owing by Cayman Yisheng to) any shareholder or Affiliate of Cayman Yisheng (other than a Group Member) which is a bank, financial
institution, insurance company, securities company, or trust, fund or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in loans, securities or other financial assets (but excluding any such entity
established for the sole or primary purpose of entering into such transactions with Cayman Yisheng), in the ordinary course of
such entity’s business.


 


“Permitted
Onshore Financial Indebtedness” means any Financial Indebtedness incurred by an Onshore Group Member which is permitted
under paragraphs (b)(ii) and (b)(ix) of Clause 20.13 (Financial Indebtedness).


 


“PRC”
means The People’s Republic of China (excluding, for the purposes of the Finance Documents, Hong Kong, Macau and Taiwan).


 


“PRC
Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in the PRC.


 


“PRC
Guarantee” means any PRC law governed guarantee to be entered into by the PRC Guarantors (or any of them) and the Agent.


 


“PRC
Guarantor” means an Original PRC Guarantor or an Additional PRC Guarantor, unless it has ceased to be a PRC Guarantor
in accordance with Clause 24 (Changes to the Obligors).


 


“Prepayment
Fee” means:


 


		(a)	in
                                         respect of any prepayment of the Loan (or any part thereof) pursuant to Clause 7.5 (Mandatory
                                         prepayment – Non-IPO Event), an amount equal to seven per cent. (7%) of the
                                         principal amount of such prepayment;




    13


     

    


		(b)	in
                                         respect of any prepayment of the Loan (or any part thereof) pursuant to Clause 7 (Prepayment
                                         and Cancellation) (other than Clause 7.1 (Illegality), Clause 7.5 (Mandatory
prepayment – Non-IPO Event) or Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)):



 







		(i)	on
                                         or prior to the date falling twenty-four (24) Months after the Utilisation Date, an amount
                                         equal to nine per cent. (9%) of the principal amount of such prepayment; or



 


		(ii)	after
                                         the date falling twenty-four (24) Months after the Utilisation Date, an amount equal
                                         to five per cent. (5%) of the principal amount of such prepayment.



 


“Quarter
Report Date” means:


 


		(a)	with
                                         respect to each Financial Quarter ending 30 June, 30 September and 31 December:



 


		(i)	(at
                                         any time prior to the IPO) the date falling 45 days after the end of such Financial Quarter;
                                         and



 


		(ii)	(at
                                         any time after the IPO) the date falling five (5) Business Days after the date on which
                                         Cayman Yisheng’s quarterly or half-yearly reports are submitted to the relevant
                                         stock or securities exchange; or



 


		(b)	with
                                         respect to each Financial Year:



 


		(i)	(at
                                         any time prior to the IPO) the date falling 90 days after the end of each Financial Year;
                                         and



 


		(ii)	(at
                                         any time after the IPO) the date falling five (5) Business Days after the date on which
                                         Cayman Yisheng’s annual report is submitted to the relevant stock or securities
                                         exchange.



 


“Quasi-Security”
has the meaning given to that term in Clause 20.4 (Negative pledge).


 


“Redemption Event” means the occurrence
of an event or circumstance where:


 


		(a)	a
                                         holder of any Equity Interest of Cayman Yisheng exercises its right to require Cayman
                                         Yisheng to redeem such Equity Interest; or



 


		(b)	Cayman
Yisheng has taken any step to purchase or repurchase any of its Equity Interest, in each case pursuant to the terms of the Shareholder
Documents.



 


“Refinancing
Lender” has the meaning given to it in Clause 20.29 (Onshore Collateral).


 


“Related
Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same
investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment
adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser
of the first fund.


 


“Relevant
Finance Document” means the Finance Documents (other than the Royalty Deed).


 


“Relevant Interbank Market”
means the Hong Kong interbank market.



    14


     

    


“Relevant
Jurisdiction” means, in relation to a Transaction Obligor:


 








		(a)	its
                                         jurisdiction of incorporation; and



 


		(b)	any
                                         jurisdiction where it conducts its business.



 


“Repayment
Date” means each date specified as a “Repayment Date” in the table set out in Clause 6.1 (Repayment of
Loans).


 


“Repayment
Instalment” means each instalment for repayment of the Loan specified in Clause 6.1 (Repayment of Loan).


 


“Repeating
Representations” means each of the representations set out in Clauses 17.1 (Status) to 17.6 (Governing law
and enforcement), Clause 17.9 (No default), paragraphs (a), (b) and (d) of Clause 17.10 (No misleading information),
paragraphs (a) and (b) of Clause 17.11 (Financial statements), paragraph (b) of Clause 17.13 (No proceedings), Clauses
17.18 (Authorised signatories) to 17.19 (Good title to assets), Clauses 17.22 (Intellectual Property) to
17.24 (Anti-Corruption, Anti-Money Laundering and Anti-Terrorism), paragraph (c) of Clause 17.26 (Shareholder Documents)
and Clauses 17.27 (Insurance) to Clause 17.30 (No partnership intended).


 


“Reporting
Entity” means the Borrower, Cayman Yisheng and any other Obligor whose financial statements are required to be delivered
to the Agent pursuant to Clause 18.1 (Financial statements).


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 


“Resignation
Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).


 


“Restricted
Party” means a person that is:


 


		(a)	listed
                                         on, or owned or controlled by person(s) listed on, or acting on behalf of person(s) listed
                                         on, any Sanctions List or is otherwise a target of Sanctions;



 


		(b)	located
                                         in, resident in, organised or incorporated under the laws of, or owned or (directly or
                                         indirectly) controlled by, or acting on behalf of, person(s) located in or organised
                                         under the laws of a country or territory that is, or whose government is, the target
                                         of Sanctions, including, without limitation, currently, the Crimea Region, Cuba, Iran,
North Korea and Syria; or



  


		(c)	otherwise
                                         a target of Sanctions (target of Sanctions signifying a person with whom a US person
                                         or other national of a Sanctions Authority would be prohibited or restricted by law from
                                         engaging in trade, business or other activities).



 


“Royalty
Deed” means the Hong Kong law governed royalty deed entered or to be entered into between the Borrower and the Agent.


 


“SAFE”
means the State Administration of Foreign Exchange (国家外汇管理局) of the PRC including
its successors and its local counterpart, as applicable.


 


“Sanctions”
means the sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions
Authorities.



    15


     

    


“Sanctions
Authorities” means:


 








		(a)	the
                                         US government;



 


		(b)	the
                                         United Nations;



 


		(c)	the
                                         European Union;



 


		(d)	the
                                         United Kingdom;



 


		(e)	Hong
                                         Kong;



 


		(f)	Singapore;



 


		(g)	the
                                         PRC; or



 


		(h)	the
                                         respective Governmental Authorities of any of the foregoing, including without limitation,
                                         OFAC, the US Department of State and Her Majesty’s Treasury (“HMT”),
                                         the United Nations Security Council, the Monetary Authority of Singapore and the Hong
                                         Kong Monetary Authority.



 


“Sanctions
List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated
List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public
announcement of Sanctions designation made by, any of the Sanctions Authorities.


 


“Security”
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


“Shareholder
Agreements” means:


 


		(a)	the
                                         shareholders agreement of Cayman Yisheng dated 28 January 2021 and entered into by, among
                                         others, Cayman Yisheng, Mr. Zhang and certain shareholders of Cayman Yisheng;



 


		(b)	the
                                         Series B Purchase Agreements (as defined in the amended and restated articles of association
                                         of Cayman Yisheng); and



 


		(c)	any
other document designated as such by the Agent and the Borrower,



 


in each case, as amended, supplemented and restated from time
to time.


 


“Shareholder
Documents” means the Shareholder Agreements and the Cayman Yisheng Articles.


 


“Singapore
Yisheng” means Yisheng Biopharma (Singapore) Pte. Ltd., a company with limited liability incorporated under the laws
of Singapore, with registration number [***], having its registered office at 8 Jurong Town Hall Road, #28-03, The JTC Summit,
Singapore 609434.


 


“Specified
Time” means a time determined in accordance with Schedule 10 (Timetables).


 


“Subordinated Debt”
means:


 


		(a)	any
                                         Subordinated Loan; or



 


		(b)	any
                                         convertible bond issued by Cayman Yisheng which is subordinated to the Guaranteed Liabilities
                                         pursuant to a Subordination Deed.




    16


     

    

“Subordinated
Loan” means:


 


		(a)	any
                                         Permitted Intra-group Loan which is subordinated to the Guaranteed Liabilities in accordance
                                         with Clause 21 (Subordination); or



 


		(b)	any
                                         Permitted Junior Debt which is subordinated to the Guaranteed Liabilities pursuant to
                                         a Subordination Deed.



 


“Subordination
Deed” means any subordination deed entered or to be entered into pursuant to Clause 21 (Subordination) which
is in form and substance satisfactory to the Agent.


 


“Subsidiary”
means, in relation to any company or corporation, a company or corporation:


 


		(a)	which
                                         is controlled, directly or indirectly, by the first mentioned company or corporation;



 


		(b)	more
                                         than half the issued equity share capital of which is beneficially owned, directly or
                                         indirectly, by the first mentioned company or corporation; or



 


		(c)	which
                                         is a Subsidiary of another Subsidiary of the first mentioned company or corporation,



 


and
for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation
is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same).


 


“Tax
Deduction” has the meaning given to such term in Clause 11.1 (Tax definitions).


 


“Third
Parties Ordinance” has the meaning given to such term in Clause 1.4(a) (Third party rights).


 


“Total
Commitments” means at any time the aggregate of the Commitments (being US$40,000,000 at the date of this Agreement).


 


“Transaction
Obligor” means any person that is a party to a Finance Document (other than a Finance Party).


 


“Transfer
Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate)
or any other form agreed between the Agent and the Borrower.


 


“Transfer
Date” means, in relation to an assignment or a transfer, the later of:


 


		(a)	the
                                         proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;
                                         and



 


		(b)	the
                                         date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.



 


“Treasury
Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price.



    17


     

    

“Unpaid
Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.


 


“US”
means the United States of America.


 


“US Tax Obligor” means:


 


		(a)	the
                                         Borrower, if it is resident for tax purposes in the US; or



 


		(b)	a
                                         Transaction Obligor some or all of whose payments under the Finance Documents are from
                                         sources within the US for US federal income tax purposes.



 


“US
Yisheng” means Yisheng US Biopharma Inc., a company incorporated under the laws of Maryland, U.S., with federal employer
identification number [***], having its registered office at 11 Firstfield Rd., Suite A, Gaithersburg, MD 20878.


 


“Utilisation”
means the utilisation of the Facility.


 


“Utilisation
Date” means the date of the Utilisation, being the date on which the Loan is to be made.


 


“Utilisation
Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).


 


		1.2	Construction



 


		(a)	Unless
                                         a contrary indication appears, any reference in this Agreement to:



 


		(i)	the
                                         “Agent”, any “Finance Party”, any “Lender”,
                                         any “Transaction Obligor”, any “Party” or any other
                                         person shall be construed so as to include its successors in title, permitted assigns
                                         and permitted transferees;



 


		(ii)	“assets”
                                         includes present and future properties, revenues and rights of every description;



 


		(iii)	a
                                         “Finance Document” or any other agreement or instrument is a reference
                                         to that Finance Document or other agreement or instrument as amended, novated, supplemented,
                                         extended or restated;



 


		(iv)	“including”
                                         shall be construed as “including without limitation” (and cognate expressions
                                         shall be construed similarly);



 


		(v)	a
                                         “group of Lenders” includes all the Lenders;



 


		(vi)	“indebtedness”
                                         includes any obligation (whether incurred as principal or as surety) for the payment
                                         or repayment of money, whether present or future, actual or contingent;



 


		(vii)	“guarantee”
                                         (except for the purposes of Clause 16 (Guarantee and indemnity) includes any guarantee,
                                         letter of credit, bond, indemnity or similar assurance against loss, or any obligation,
                                         direct or indirect, actual or contingent, to purchase or assume any indebtedness of any
                                         person or make an investment in or loan to any person or to purchase assets of any person
                                         where, in each case, such obligation is assumed in order to maintain or assist the ability
                                         of such person to meet its indebtedness (and “guarantor” shall be
                                         construed accordingly);




    18


     

    

		(viii)	a
                                         Lender’s “participation” in the Loan or Unpaid Sum includes
                                         an amount (in the currency of such Loan or Unpaid Sum) representing the fraction or portion
                                         (attributable to such Lender by virtue of the provisions of this Agreement) of the total
                                         amount of such Loan or Unpaid Sum and the Lender’s rights under this Agreement
                                         in respect thereof;



 


		(ix)	a
                                         “person” includes any individual, firm, company, corporation, government,
                                         state or agency of a state or any association, trust, joint venture, consortium, partnership
                                         or other entity (whether or not having separate legal personality);



 


		(x)	a
                                         “regulation” includes any regulation, rule, official directive, request
                                         or guideline (whether or not having the force of law) of any governmental, intergovernmental
                                         or supranational body, agency, department or of any regulatory, self-regulatory or other
                                         authority or organisation;



 


		(xi)	the
                                         singular shall include the plural and vice versa and any gender shall include the other
                                         genders;



 


		(xii)	a
                                         provision of law is a reference to that provision as amended or re-enacted from time
                                         to time; and



 


		(xiii)	a
                                         time of day is a reference to Hong Kong time.



 


		(b)	Section,
                                         Clause and Schedule headings are for ease of reference only.



 


		(c)	Unless
                                         a contrary indication appears, a term used in any other Finance Document or in any notice
                                         given under or in connection with any Finance Document has the same meaning in that Finance
                                         Document or notice as in this Agreement.



 


		(d)	A
                                         Default (other than an Event of Default) is “continuing” if it has
                                         not been remedied or waived and an Event of Default is “continuing”
                                         if it has not been waived.



 


		(e)	Where
                                         this Agreement specifies an amount in a given currency (the “specified currency”)
                                         “or its equivalent”, the “equivalent” is a reference
                                         to the amount of any other currency which, when converted into the specified currency
                                         utilising the Agent’s spot rate of exchange (or, if the Agent does not have an
                                         available spot rate of exchange, any publicly available spot rate of exchange selected
                                         by the Agent) for the purchase of the specified currency with that other currency at
                                         or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified
                                         currency.



 


	1.3	Currency
                                         Symbols and Definitions



 


		(a)	“US$”,
                                         “USD” and “US dollars” denote the lawful currency
                                         of the US.



 


		(b)	“HK$”,
                                         “HKD” and “HK dollars” denote the lawful currency
                                         of Hong Kong.



 


		(c)	“RMB”
                                         and “Renminbi” denote the lawful currency of the PRC.



 


	1.4	Third
                                         party rights



 


		(a)	Unless
                                         expressly provided to the contrary in a Finance Document a person who is not a Party
                                         has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the
                                         laws of Hong Kong) (the “Third Parties Ordinance”) to enforce or to
                                         enjoy the benefit of any term of this Agreement.




    19


     

    

		(b)	Notwithstanding
                                         any term of any Finance Document, the consent of any third person who is not a Party
                                         is not required to rescind or vary this Agreement at any time.



 


		1.5	Contractual
                                         recognition of bail-in



 


Notwithstanding
any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges
and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject
to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any
                                         Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a
                                         reduction, in full or in part, in the principal amount, or outstanding amount due (including
                                         any accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a
                                         conversion of all, or part of, any such liability into shares or other instruments of
                                         ownership that may be issued to, or conferred on, it; and



 


		(iii)	a
                                         cancellation of any such liability; and



 


		(b)	a
                                         variation of any term of any Finance Document to the extent necessary to give effect
                                         to any Bail-In Action in relation to any such liability.



 


In
this Clause 1.5:


 


“Article
55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms.


 


“Bail-In
Action” means the exercise of any Write-down and Conversion Powers.


 


“Bail-In Legislation” means:


 


		(a)	in
                                         relation to an EEA Member Country which has implemented, or which at any time implements,
                                         Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In
                                         Legislation Schedule from time to time;



 


		(b)	in
                                         relation to the United Kingdom, the UK Bail-In Legislation; and



 


		(c)	in
                                         relation to any state other than such an EEA Member Country and the United Kingdom, any
                                         analogous law or regulation from time to time which requires contractual recognition
                                         of any Write-down and Conversion Powers contained in that law or regulation.



 


“EEA
Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


“EU
Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or
any successor person) from time to time.


 


“Resolution
Authority” means any body which has authority to exercise any Write-down and Conversion Powers.


 


“UK
Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation
applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (otherwise than through liquidation, administration or other insolvency
proceedings).



    20


     

    


“Write-down
and Conversion Powers” means:


 


		(a)	in
                                         relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule
                                         from time to time, the powers described as such in relation to that Bail-In Legislation
                                         in the EU Bail-In Legislation Schedule;



 


		(b)	in
                                         relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation
                                         to cancel, transfer or dilute shares issued by a person that is a bank or investment
                                         firm or other financial institution or affiliate of a bank, investment firm or other
                                         financial institution, to cancel, reduce, modify or change the form of a liability of
                                         such a person or any contract or instrument under which that liability arises, to convert
                                         all or part of that liability into shares, securities or obligations of that person or
                                         any other person, to provide that any such contract or instrument is to have effect as
                                         if a right had been exercised under it or to suspend any obligation in respect of that
                                         liability or any of the powers under that UK Bail-In Legislation that are related to
                                         or ancillary to any of those powers; and



 


		(c)	in
                                         relation to any other applicable Bail-In Legislation:



 


		(i)	any
                                         powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by
                                         a person that is a bank or investment firm or other financial institution or affiliate
                                         of a bank, investment firm or other financial institution, to cancel, reduce, modify
                                         or change the form of a liability of such a person or any contract or instrument under
                                         which that liability arises, to convert all or part of that liability into shares, securities
                                         or obligations of that person or any other person, to provide that any such contract
                                         or instrument is to have effect as if a right had been exercised under it or to suspend
                                         any obligation in respect of that liability or any of the powers under that Bail-In Legislation
                                         that are related to or ancillary to any of those powers; and



 


		(ii)	any
                                         similar or analogous powers under that Bail-In Legislation.



 


	1.6	Discharge
                                         Date



 


Notwithstanding
any other terms of the Finance Documents, after the Discharge Date, no Obligor (other than Cayman Yisheng and the Borrower) shall
be liable to indemnify any Finance Party against any Tax, cost, expense, loss or liability incurred by that Finance Party in connection
with the Royalty Deed pursuant to Clause 11 (Tax Gross Up and Indemnities), Clause 14 (Other Indemnities) or Clause
15 (Costs and expenses).




    21


     

    

SECTION
2


 


THE FACILITY


 


		2.	THE
                                         FACILITY



 


		2.1	The
                                         Facility



 


Subject
to the terms of this Agreement, the Lenders make available to the Borrower a US dollar term loan facility in an aggregate amount
equal to the Total Commitments.


 


		2.2	Finance
                                         Parties’ rights and obligations



 


		(a)	The
                                         obligations of each Finance Party under the Finance Documents are several. Failure by
                                         a Finance Party to perform its obligations under the Finance Documents does not affect
                                         the obligations of any other Party under the Finance Documents. No Finance Party is responsible
                                         for the obligations of any other Finance Party under the Finance Documents.



 


		(b)	The
                                         rights of each Finance Party under or in connection with the Finance Documents are separate
                                         and independent rights and any debt arising under the Finance Documents to a Finance
                                         Party from a Transaction Obligor is a separate and independent debt in respect of which
                                         a Finance Party shall be entitled to enforce its rights in accordance with paragraph
                                         (c) below. The rights of each Finance Party include any debt owing to that Finance Party
                                         under the Finance Documents and, for the avoidance of doubt, any part of the Loan or
                                         any other amount owed by a Transaction Obligor which relates to a Finance Party’s
                                         participation in the Facility or its role under a Finance Document (including any such
                                         amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that
                                         Transaction Obligor.



 


		(c)	A
                                         Finance Party may, except as specifically provided in the Finance Documents, separately
                                         enforce its rights under or in connection with the Finance Documents.



 


		2.3	Obligors’
                                         Agent



 


		(a)	Each
                                         Transaction Obligor (other than the Borrower) by its execution of this Agreement, an
                                         Accession Letter or the relevant Finance Document irrevocably appoints the Borrower to
                                         act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:



 


		(i)	the
                                         Borrower on its behalf to supply all information concerning itself contemplated by this
                                         Agreement to the Finance Parties and to give all notices and instructions, to execute
                                         on its behalf any Accession Letter, to make such agreements and to effect the relevant
                                         amendments, supplements and variations capable of being given, made or effected by any
                                         Transaction Obligor notwithstanding that they may affect that Transaction Obligor, without
                                         further reference to or the consent of that Transaction Obligor; and



 


		(ii)	each
                                         Finance Party to give any notice, demand or other communication to that Transaction Obligor
                                         pursuant to the Finance Documents to the Borrower,



 


and
in each case that Transaction Obligor shall be bound as though that Transaction Obligor itself had given the notices and instructions
or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand
or other communication.




    22


     

    

		(b)	Every
                                         act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation,
                                         notice or other communication given or made by the Obligors’ Agent or given to
                                         the Obligors’ Agent under any Finance Document on behalf of another Transaction
                                         Obligor or in connection with any Finance Document (whether or not known to any other
                                         Transaction Obligor and whether occurring before or after such other Transaction Obligor
                                         became a Transaction Obligor under any Finance Document) shall be binding for all purposes
                                         on that Transaction Obligor as if that Transaction Obligor had expressly made, given
                                         or concurred with it. In the event of any conflict between any notices or other communications
                                         of the Obligors’ Agent and any other Transaction Obligor, those of the Obligors’
                                         Agent shall prevail.



 


		3.	PURPOSE



 


		3.1	Purpose



 


The
Borrower shall apply all amounts borrowed by it under the Facility towards financing research and development, working capital
and other general corporate purposes of the Offshore Group Members.


 


		3.2	Monitoring



 


No
Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


		4.	CONDITIONS
                                         OF UTILISATION



 


		4.1	Initial
                                         conditions precedent



 


		(a)	The
                                         Borrower may not deliver the Utilisation Request unless the Agent has received all of
                                         the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent)
                                         in form and substance satisfactory to the Agent. The Agent shall notify the Borrower
                                         and the Lenders promptly upon being so satisfied.



 


		(b)	Other
                                         than to the extent that the Majority Lenders notify the Agent in writing to the contrary
                                         before the Agent gives the notification described in paragraph (a) above, the Lenders
                                         authorise (but do not require) the Agent to give that notification. The Agent shall not
                                         be liable for any damages, costs or losses whatsoever as a result of giving any such
                                         notification.



 


		4.2	Further
                                         conditions precedent



 


The
Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation
Request and on the proposed Utilisation Date:


 


		(a)	no
                                         Default is continuing or would result from the proposed Loan and none of the circumstances
                                         described in Clause 7.2 (Change of control) has occurred; and



 


		(b)	all
                                         the representations and/or warranties to be made or repeated by each Transaction Obligor
                                         under each Finance Document on the date of that Utilisation Request or on the proposed
                                         Utilisation Date (including the Repeating Representations) are true in all material respects.



 


		4.3	Maximum
                                         number of Loans



 


The
Borrower may only deliver one (1) Utilisation Request.




    23


     

    

SECTION
3


 


UTILISATION


 


		5.	UTILISATION



 


		5.1	Delivery
                                         of the Utilisation Request



 


The
Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified
Time.


 


		5.2	Completion
                                         of the Utilisation Request



 


		(a)	The
                                         Utilisation Request is irrevocable and will not be regarded as having been duly completed
                                         unless:



 


		(i)	the
                                         proposed Utilisation Date is a Business Day within the Availability Period; and



 


		(ii)	the
                                         currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).



 


		(b)	Only
                                         one Loan may be requested in the Utilisation Request.



 


		5.3	Currency
                                         and amount



 


		(a)	The
                                         currency specified in the Utilisation Request must be US dollars.



 


		(b)	The
                                         amount of the proposed Loan must not exceed the Total Commitments.



 


		5.4	Lenders’
                                         participation



 


		(a)	If
                                         the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery
                                         of a Utilisation Request) to 5.3 (Currency and amount) above have been met,
                                         each Lender shall make its participation in the Loan available by the Utilisation Date
                                         through its Facility Office.



 


		(b)	The
                                         amount of each Lender’s participation in the Loan will be equal to the proportion
                                         borne by its Commitment to the Total Commitments immediately prior to making the Loan.



 


		5.5	Cancellation
                                         of the Commitments



 


The
Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period.



    24


     

    

SECTION
4


 


REPAYMENT,
PREPAYMENT AND CANCELLATION


 


		6.	REPAYMENT



 


		6.1	Repayment
                                         of Loan



 


		(a)	The
                                         Borrower shall repay the Loan in instalments by repaying on each Repayment Date an amount
                                         equal to the relevant percentage of the aggregate outstanding principal amount of the
                                         Loan as at the end of the Availability Period as set out in the table below:



 


	Repayment Date	 	Repayment Instalment	 
	The 13th Payment Date	 	 	16	%
	The 14th Payment Date	 	 	16	%
	The 15th Payment Date	 	 	16	%
	The 16th Payment Date	 	 	16	%
	The 17th Payment Date	 	 	16	%
	The Final Repayment Date	 	 	20	%



 


		(b)	The
                                         Borrower may not reborrow any part of the Facility which is repaid.



 


		7.	PREPAYMENT
                                         AND CANCELLATION



 


		7.1	Illegality



 


If,
at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated
by this Agreement or to fund or maintain its participation in the Loan or it is or will become unlawful for any Affiliate of a
Lender for that Lender to do so:


 


		(a)	that
                                         Lender shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	upon
                                         the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled;
                                         and



 


		(c)	the
                                         Borrower shall repay that Lender’s participation in the Loan made to it on the
                                         last day of the Interest Period for the Loan occurring after the Agent has notified the
                                         Borrower or, if earlier, the date specified by the Lender in the notice delivered to
                                         the Agent (being no earlier than the last day of any applicable grace period permitted
                                         by law).



 


		7.2	Voluntary
                                         prepayment of the Loan



 


		(a)	The
                                         Borrower may, if it gives the Agent not less than 15 days’ (or such shorter period
                                         as the Majority Lenders may agree) prior written notice, prepay on the last day of an
                                         Interest Period applicable thereto the whole or any part of the Loan (but, if in part,
                                         being an amount that reduces the amount of the Loan by a minimum amount of US$1,000,000
                                         or if larger, in an integral multiple of US$1,000,000).



 


		(b)	The
                                         Loan may be prepaid only after the last day of the Availability Period.



 


		(c)	Any
                                         prepayment under this Clause 7.2 shall satisfy the obligations under Clause 6.1 (Repayment
                                         of Loan) in reverse chronological order.




    25


     

    

		7.3	Mandatory
                                         prepayment - Change of Control



 


Upon
the occurrence of a Change of Control:


 


		(a)	the
                                         Borrower shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	(irrespective
                                         of whether the Borrower has complied with paragraph (a) above) no Lender shall be obliged
                                         to fund or maintain its participation in the Loan or any part thereof; and



 


		(c)	if
                                         the Majority Lender so require, the Agent may, by not less than five (5) Business Days’
                                         notice to the Borrower, cancel the Facility (and the Commitment of each Lender) and declare
                                         that all of the outstanding Loan, together with accrued interest, any Makewhole Amount,
                                         any Prepayment Fee and all other amounts accrued under the Finance Documents will become
                                         immediately due and payable, whereupon the Facility (and the Commitment of each Lender)
                                         will be cancelled and all such outstanding amounts will become immediately due and payable.



 


		7.4	Mandatory
                                         Prepayment – Insurance Proceeds



 


The
Borrower shall, upon receipt or recovery (or payment to the order of an Obligor) of any Insurance Proceeds:


 


		(a)	promptly
                                         (and in any event, within five (5) Business Days of receipt, recovered or paid) notify
                                         the Agent in writing (including reasonable particulars of any amount deduced in the calculation
                                         of such Insurance Proceeds in accordance with the definition thereof); and



 


		(b)	ensure
                                         that an amount equal to such Insurance Proceeds shall be applied towards prepayment of
                                         the outstanding principal amount of the Loan (together with accrued interest, any Makewhole
                                         Amount and any Prepayment Fee payable in connection with such prepayment).



 


		7.5	Mandatory
                                         prepayment – Non-IPO Event



 


Upon
the occurrence of a Non-IPO Event:


 


		(a)	the
                                         Borrower shall promptly notify the Agent upon becoming aware of that event;



 


		(b)	(irrespective
                                         of whether the Borrower has complied with paragraph (a) above) no Lender shall be obliged
                                         to fund or maintain its participation in the Loan or any part thereof; and



 


		(c)	the
                                         Facility (and the Commitment of each Lender) will be immediately cancelled and all of
                                         the outstanding Loan, together with accrued interest, any Makewhole Amount, any Prepayment
                                         Fee and all other amounts accrued under the Finance Documents will become immediately
                                         due and payable.



 


		7.6	Mandatory
                                         prepayment – Redemption Event



 


Upon
the occurrence of a Redemption Event:


 


		(a)	the
                                         Borrower shall promptly notify the Agent upon becoming aware of that event;




    26


     

    

		(b)	(irrespective
                                         of whether the Borrower has complied with paragraph (a) above) no Lender shall be obliged
                                         to fund or maintain its participation in the Loan or any part thereof; and



 


		(c)	the
                                         Facility (and the Commitment of each Lender) will be immediately cancelled and all of
                                         the outstanding Loan, together with accrued interest, any Makewhole Amount, any Prepayment
                                         Fee and all other amounts accrued under the Finance Documents will become immediately
                                         due and payable.



 


		7.7	Right
                                         of prepayment and cancellation in relation to a single Lender



 


		(a)	If
                                         any Lender claims indemnification from the Borrower under Clause 12.1 (Increased costs),
                                         the Borrower may, whilst the circumstance giving rise to the requirement for that indemnification
                                         continues, give the Agent notice of cancellation of the Commitment of that Lender and
                                         its intention to procure the prepayment of that Lender’s participation in the Loan.



 


		(b)	On
                                         receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment
                                         of that Lender shall immediately be reduced to zero.



 


		(c)	Within
                                         five (5) Business Days after the Borrower has given notice of cancellation under paragraph
                                         (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower
                                         shall prepay that Lender’s participation in the Loan together with accrued interest.



 


	7.8	Restrictions



 


		(a)	Any
                                         notice of cancellation or prepayment given by any Party under this Clause 7 shall be
                                         irrevocable and, unless a contrary indication appears in this Agreement, shall specify
                                         the date or dates upon which the relevant cancellation or prepayment is to be made and
                                         the amount of that cancellation or prepayment.



 


		(b)	Any
                                         repayment or prepayment under this Agreement shall be made together with accrued interest
                                         on the amount repaid or prepaid, any Makewhole Amount and any Prepayment Fee.



 


		(c)	The
                                         Borrower may not reborrow any part of the Facility which is prepaid.



 


		(d)	The
                                         Borrower shall not repay or prepay all or any part of the Loan or reduce all or any part
                                         of the Commitments except at the times and in the manner expressly provided for in this
                                         Agreement.



 


		(e)	If
                                         the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that
                                         notice to either the Borrower or the affected Lender, as appropriate.



 


		(f)	If
                                         all or part of any Lender’s participation in the Loan is repaid or prepaid, an
                                         amount of that Lender’s Commitment (equal to the amount of such Lender’s
                                         participation in the Loan which is repaid or prepaid) will be deemed to be cancelled
                                         on the date of such repayment or prepayment (unless such cancellation of such Lender’s
                                         Commitment on account of such repayment or prepayment has already been made pursuant
                                         to any other provision of this Agreement). Any cancellation under this paragraph (f)
                                         (save in connection with any repayment or, as the case may be, prepayment under paragraph
                                         (c) of Clause 7.1 (Illegality)) shall reduce the Commitments of the Lenders rateably.




    27


     

    

SECTION
5


 


COSTS OF UTILISATION


 


		8.	INTEREST



 


		8.1	Calculation
                                         of interest



 


The
rate of interest on the Loan for each Interest Period is the Interest Rate.


 


		8.2	Payment
                                         of interest



 


The
Borrower shall pay accrued interest on the Loan on each Payment Date.


 


		8.3	Default
                                         interest



 


		(a)	If
                                         a Transaction Obligor fails to pay any amount payable by it under a Finance Document
                                         on its due date, interest shall accrue on the Unpaid Sum from the due date to the date
                                         of actual payment (both before and after judgment) at a rate which is, subject to paragraph
                                         (b) below, three (3) per cent. per annum higher than the rate which would have been payable
                                         if the Unpaid Sum had, during the period of non-payment, constituted the Loan in the
                                         currency of the Unpaid Sum for successive Interest Periods, each of a duration selected
                                         by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be
                                         immediately payable by the Borrower on demand by the Agent.



 


		(b)	If
                                         any Unpaid Sum consists of all or part of the Loan which became due on a day which was
                                         not the last day of an Interest Period relating to the Loan:



 


		(i)	the
                                         first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired
                                         portion of the current Interest Period relating to the Loan; and



 


		(ii)	the
                                         rate of interest applying to the Unpaid Sum during that first Interest Period shall be
                                         three (3) per cent. per annum higher than the rate which would have applied if the Unpaid
                                         Sum had not become due.



 


		(c)	Default
                                         interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum
                                         at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately
                                         due and payable.



 


		8.4	Notification
                                         of rates of interest



 


The
Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.


 


		9.	INTEREST
                                         PERIODS



 


		9.1	Interest
                                         Periods



 


		(a)	Subject
                                         to this Clause 9, the first Interest Period for the Loan shall start on the Utilisation
                                         Date and end on the first Payment Date and each subsequent Interest Period for the Loan
                                         shall start on the last day of the preceding Payment Date and end on the immediately
                                         following Payment Date.



 


		(b)	An
                                         Interest Period for the Loan shall not extend beyond the Final Repayment Date.




    28


     

    

		9.2	Non-Business
                                         Days



 


If
an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next
Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).


 


		10.	FEES



 


		10.1	Closing
                                         fee



 


The
Borrower shall, on the Utilisation Date, pay to the Agent (for the account of each Original Lender) a non-refundable closing fee
(the “Closing Fee”) in an amount of US$400,000, being one per cent. (1%) flat on the aggregate of the Total
Commitments as at the date of this Agreement.


 


		10.2	Deduction
                                         of fees and expenses



 


The
Borrower may instruct the Agent, in the Utilisation Request, to deduct the Closing Fee and any amount payable by any Obligor pursuant
to Clause 15.1 (Transaction expenses), from the proceeds of the Loan for application towards discharge of the same.



    29


     

    

SECTION
6


 


ADDITIONAL
PAYMENT OBLIGATIONS


 


		11.	TAX
                                         GROSS UP AND INDEMNITIES



 


		11.1	Tax
                                         definitions



 


		(a)	In
                                         this Clause 11:



 


“Tax
Credit” means a credit against, relief or remission for, or repayment of any Tax.


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other
than a FATCA Deduction.


 


“Tax
Payment” means an increased payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or
a payment under Clause 11.3 (Tax indemnity).


 


		(b)	Unless
                                         a contrary indication appears, in this Clause 11 a reference to “determines”
                                         or “determined” means a determination made in the absolute discretion of
                                         the person making the determination.



 


		11.2	Tax
                                         gross-up



 


		(a)	All
                                         payments to be made by an Obligor to any Finance Party under the Finance Documents shall
                                         be made free and clear of and without any Tax Deduction unless such Obligor is required
                                         to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of
                                         which such Tax Deduction is required to be made) shall be increased to the extent necessary
                                         to ensure that such Finance Party receives a sum net of any deduction or withholding
                                         equal to the sum which it would have received had no such Tax Deduction been made or
                                         required to be made.



 


		(b)	The
                                         Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction
                                         (or that there is any change in the rate or the basis of a Tax Deduction) notify the
                                         Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in
                                         respect of a payment payable to that Lender. If the Agent receives such notification
                                         from a Lender it shall notify the Borrower and that Obligor.



 


		(c)	If
                                         an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction
                                         and any payment required in connection with that Tax Deduction within the time allowed
                                         and in the minimum amount required by law.



 


		(d)	Within
                                         thirty days of making either a Tax Deduction or any payment required in connection with
                                         that Tax Deduction, the Obligor making that Tax Deduction or payment shall deliver to
                                         the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory
                                         to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
                                         payment has been paid to the relevant taxing authority.




    30


     

    


		11.3	Tax
                                         indemnity



 


		(a)	Without
                                         prejudice to Clause 11.2 (Tax gross-up), if any Finance Party is required to make
                                         any payment of or on account of Tax on or in relation to any sum received or receivable
                                         under the Finance Documents (including any sum deemed for the purposes of Tax to be received
                                         or receivable by such Finance Party whether or not actually received
or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any
Finance Party, each Obligor shall, within five (5) Business Days of demand of the Agent, promptly indemnify the Finance Party
which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs
and expenses payable or incurred in connection therewith, provided that this Clause 11.3 shall not apply to:



 


		(i)	any
                                         Tax imposed on and calculated by reference to the net income actually received or receivable
                                         by such Finance Party (but, for the avoidance of doubt, not including any sum deemed
                                         for the purposes of Tax to be received or receivable by such Finance Party but not actually
                                         receivable) by the jurisdiction in which such Finance Party is incorporated;



 


		(ii)	any
                                         Tax imposed on and calculated by reference to the net income of the Facility Office of
                                         such Finance Party actually received or receivable by such Finance Party (but, for the
                                         avoidance of doubt, not including any sum deemed for the purposes of Tax to be received
                                         or receivable by such Finance Party but not actually receivable) by the jurisdiction
                                         in which its Facility Office is located; or



 


		(iii)	a
                                         loss, liability or cost to be extent is compensated for:



 


		(A)	by
                                         an increased payment under Clause 11.8 (FATCA Deduction and gross-up by Obligor)
                                         or paragraph (b) of Clause 11.9 (FATCA Deduction by Finance Party); or



 


		(B)	by
                                         a payment under paragraph (d) of Clause 11.9 (FATCA Deduction by Finance Party).



 


		(b)	A
                                         Finance Party intending to make a claim under paragraph (a) shall notify the Agent of
                                         the event giving rise to the claim, whereupon the Agent shall notify the Borrower thereof.



 


		(c)	A
                                         Finance Party shall, on receiving a payment from an Obligor under this Clause 11.3, notify
                                         the Agent.



 


	11.4	Tax
                                         credit



 


If
an Obligor makes a Tax Payment and the relevant Finance Party determines that:


 


		(a)	a
                                         Tax Credit is attributable to an increased payment of which that Tax Payment forms part,
                                         to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was
                                         required; and



 


		(b)	that
                                         Finance Party has obtained and utilised that Tax Credit,



 


the
Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.



    31


     

    


		11.5	Stamp
                                         taxes



 


Each
Obligor shall:


 








		(a)	pay
                                         all stamp duty, registration and other similar Taxes payable in respect of any Finance
                                         Document, and



 


		(b)	within
                                         five Business Days of demand, indemnify each Finance Party against any cost, loss or
                                         liability that Finance Party incurs in relation to any stamp duty, registration or other
                                         similar Tax paid or payable in respect of any Finance Document.



 


	11.6	Indirect
                                         Tax



 


		(a)	All
                                         amounts set out or expressed in a Finance Document to be payable by any Party to a Finance
                                         Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable
                                         on any supply made by any Finance Party to any Party in connection with a Finance Document,
                                         that Party shall pay to the Finance Party (in addition to and at the same time as paying
                                         the consideration) an amount equal to the amount of the Indirect Tax.



 


		(b)	Where
                                         a Finance Document requires any Party to reimburse or indemnify a Finance Party for any
                                         costs or expenses, that Party shall also at the same time pay and indemnify the Finance
                                         Party against all Indirect Tax incurred by that Finance Party in respect of the costs
                                         or expenses to the extent that the Finance Party reasonably determines that it is not
                                         entitled to credit or repayment in respect of the Indirect Tax.



 


	11.7	FATCA
                                         Information



 


		(a)	Subject
                                         to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable
                                         request by another Party:



 


		(i)	confirm
                                         to that other Party whether it is:



 


		(A)	a
                                         FATCA Exempt Party; or



 


		(B)	not
                                         a FATCA Exempt Party;



 


		(ii)	supply
                                         to that other Party such forms, documentation and other information relating to its status
                                         under FATCA as that other Party reasonably requests for the purposes of that other Party’s
                                         compliance with FATCA; and



 


		(iii)	supply
                                         to that other Party such forms, documentation and other information relating to its status
                                         as that other Party reasonably requests for the purposes of that other Party’s
                                         compliance with any other law, regulation, or exchange of information regime.



 


		(b)	If
                                         a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA
                                         Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a
                                         FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.



 


		(c)	Paragraph
                                         (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above
                                         shall not oblige any other Party to do anything, which would or might in its reasonable
                                         opinion constitute a breach of:



 


		(i)	any
                                         law or regulation;



 


		(ii)	any
                                         fiduciary duty; or



 


		(iii)	any
                                         duty of confidentiality.




    32


     

    

		(d)	If
                                         a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,
                                         documentation or other information requested in accordance with paragraph (a)(i) or (ii)
                                         above (including, for the avoidance of doubt, where paragraph (c) above applies), then
                                         such Party shall be treated for the purposes of the Finance Documents (and payments under
                                         them) as if it is not a FATCA Exempt Party until such time as the Party in question provides
                                         the requested confirmation, forms, documentation or other information.



 


		(e)	If
                                         the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations
                                         under FATCA or any other applicable law or regulation require it, each Lender shall,
                                         within ten (10) Business Days of:



 


		(i)	where
                                         the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date
                                         of this Agreement;



 


		(ii)	where
                                         the Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party
                                         as a Lender, that date; or



 


		(iii)	where
                                         the Borrower is not a US Tax Obligor, the date of a request from the Agent,



 


supply
to the Agent:


 


		(A)	a
                                         withholding certificate on Form W-8, Form W-9 or any other relevant form; or



 


		(B)	any
                                         withholding statement or other document, authorisation or waiver as the Agent may require
                                         to certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The
                                         Agent shall provide any withholding certificate, withholding statement, document, authorisation
                                         or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.



 


		(g)	If
                                         any withholding certificate, withholding statement, document, authorisation or waiver
                                         provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially
                                         inaccurate or incomplete, that Lender shall promptly update it and provide such updated
                                         withholding certificate, withholding statement, document, authorisation or waiver to
                                         the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall
                                         promptly notify the Agent). The Agent shall provide any such updated withholding certificate,
                                         withholding statement, document, authorisation or waiver to the Borrower.



 


		(h)	The
                                         Agent may rely on any withholding certificate, withholding statement, document, authorisation
                                         or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further
                                         verification. The Agent shall not be liable for any action taken by it under or in connection
                                         with paragraph (e), (f) or (g) above.



 


		(i)	Without
                                         prejudice to any other term of this Agreement, if a Lender fails to supply any withholding
                                         certificate, withholding statement, document, authorisation, waiver or information in
                                         accordance with paragraph (e) above, or any withholding certificate, withholding statement,
                                         document, authorisation, waiver or information provided by a Lender to the Agent is or
                                         becomes materially inaccurate or incomplete, then such Lender shall indemnify the Agent,
                                         within three (3) Business Days of demand, against any cost, loss, Tax or liability (including,
                                         without limitation, for negligence or any other category
of liability whatsoever) incurred by the Agent (including any related interest and penalties) in acting as Agent under the Finance
Documents as a result of such failure.




    33


     

    

		11.8	FATCA
                                         Deduction and gross-up by Obligor



 


		(a)	If
                                         an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA
                                         Deduction and any payment required in connection with that FATCA Deduction within the
                                         time allowed and in the minimum amount required by FATCA.



 


		(b)	If
                                         a FATCA Deduction is required to be made by an Obligor, the amount of the payment due
                                         from that Obligor shall be increased to an amount which (after making any FATCA Deduction)
                                         leaves an amount equal to the payment which would have been due if no FATCA Deduction
                                         had been required.



 


		(c)	The
                                         Borrower shall promptly upon becoming aware that an Obligor must make a FATCA Deduction
                                         (or that there is any change in the rate or the basis of a FATCA Deduction) notify the
                                         Agent accordingly. Similarly, a Finance Party shall notify the Agent on becoming so aware
                                         in respect of a payment payable to that Finance Party. If the Agent receives such notification
                                         from a Finance Party it shall notify the Borrower and that Obligor.



 


		(d)	Within
                                         thirty (30) days of making either a FATCA Deduction or any payment required in connection
                                         with that FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver
                                         to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory
                                         to that Finance Party that the FATCA Deduction has been made or (as applicable) any appropriate
                                         payment has been paid to the relevant governmental or taxation authority.



 


		11.9	FATCA
                                         Deduction by a Finance Party



 


		(a)	Each
                                         Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment
                                         required in connection with that FATCA Deduction, and no Finance Party shall be required
                                         to increase any payment in respect of which it makes such a FATCA Deduction or otherwise
                                         compensate the recipient of the payment for that FATCA Deduction. A Finance Party which
                                         becomes aware that it must make a FATCA Deduction in respect of a payment to another
                                         Party (or that there is any change in the rate or the basis of such FATCA Deduction)
                                         shall notify that Party and the Agent.



 


		(b)	If
                                         the Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party
                                         under Clause 28.2 (Distributions by the Agent) which relates to a payment by an
                                         Obligor, the amount of the payment due from that Obligor shall be increased to an amount
                                         which (after the Agent has made such FATCA Deduction), leaves the Agent with an amount
                                         equal to the payment which would have been made by the Agent if no FATCA Deduction had
                                         been required.



 


		(c)	The
                                         Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect
                                         of a payment to a Finance Party under Clause 28.2 (Distributions by the Agent)
                                         which relates to a payment by an Obligor (or that there is any change in the rate or
                                         the basis of such a FATCA Deduction) notify the Borrower, the relevant Obligor and the
                                         relevant Finance Party.



 


		(d)	The
                                         Borrower shall (within three (3) Business Days of demand by the Agent) pay to a Finance
                                         Party an amount equal to the loss, liability or cost which that Finance Party determines
                                         will be or has been (directly or indirectly) suffered by that Finance Party as a result
                                         of another Finance Party making a FATCA Deduction in respect of a payment
due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for
by an increased payment under paragraph (b) above.




    34


     

    

		(e)	A
                                         Finance Party making, or intending to make, a claim under paragraph (d) above shall promptly
                                         notify the Agent of the FATCA Deduction which will give, or has given, rise to the claim,
                                         following which the Agent shall notify the Borrower.



 


		(f)	A
                                         Finance Party must, on receiving a payment from an Obligor under this Clause, notify
                                         the Agent.



 


	12.	INCREASED
                                         COSTS



 


		12.1	Increased
                                         costs



 


		(a)	Subject
                                         to Clause 12.3 (Exceptions) each Obligor shall, within five Business Days of a
                                         demand by the Agent, pay for the account of a Finance Party the amount of any Increased
                                         Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the
                                         introduction of or any change in (or in the interpretation, administration or application
                                         of) any law or regulation or (ii) compliance with any law or regulation made after the
                                         date of this Agreement. The terms “law” and “regulation” in this
                                         paragraph (a) 
shall include, any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.



 


		(b)	In
                                         this Agreement “Increased Costs” means:



 


		(i)	a
                                         reduction in the rate of return from the Facility or on a Finance Party’s (or its
                                         Affiliate’s) overall capital (including, as a result of any reduction in the rate
                                         of return on capital brought about by more capital being required to be allocated by
                                         such Finance Party);



 


		(ii)	an
                                         additional or increased cost; or



 


		(iii)	a
                                         reduction of any amount due and payable under any Finance Document,



 


which
is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking,
funding or performance by such Finance Party of any of its obligations under any Relevant Finance Document or any participation
of such Finance Party in the Loan or Unpaid Sum under any Relevant Finance Document.


 


	12.2	Increased
                                         cost claims



 


		(a)	A
                                         Finance Party (other than the Agent) intending to make a claim pursuant to Clause 12.1
(Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly
notify the Borrower.



 


		(b)	Each
                                         Finance Party (other than the Agent) shall, as soon as practicable after a demand by
                                         the Agent, provide a certificate confirming the amount of its Increased Costs.



 


	12.3	Exceptions



 


		(a)	Clause
                                         12.1 (Increased costs) does not apply to the extent any Increased Cost is:



 


		(i)	attributable
                                         to a Tax Deduction required by law to be made by an Obligor;




    35


     

    

		(ii)	compensated
                                         for by paragraph (d) of Clause 11.9 (FATCA Deduction by a Finance Party);



 


		(iii)	compensated
                                         for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause
                                         11.3 (Tax indemnity) but was not so compensated solely because the exclusion in
                                         paragraph (a) of Clause 11.3 (Tax indemnity) applied);



 


		(iv)	attributable
                                         to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;
                                         or



 


		(v)	attributable
                                         to a FATCA Deduction required to be made by a Party.



 


		(b)	In
                                         this Clause 12.3, a reference to a “Tax Deduction” has the same meaning given
                                         to the term in Clause 11.1 (Tax definitions).



 


		13.	MITIGATION
                                         BY THE LENDERS



 


		13.1	Mitigation



 


		(a)	Each
                                         Finance Party shall, in consultation with the Borrower, take all reasonable steps to
                                         mitigate any circumstances which arise and which would result in any amount becoming
                                         payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality),
                                         Clause 11 (Tax gross up and indemnities) or Clause 12 (Increased costs),
                                         including:



 


		(i)	providing
                                         such information as the Borrower may reasonably request in order to permit the Borrower
                                         to determine its entitlement to claim any exemption or other relief (whether pursuant
                                         to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction;
                                         and



 


		(ii)	in
                                         relation to any circumstances which arise following the date of this Agreement, transferring
                                         its rights and obligations under the Finance Documents to another Affiliate or Facility
                                         Office.



 


		(b)	Paragraph
                                         (a) above does not in any way limit the obligations of any Obligor under the Finance
                                         Documents.



 


	13.2	Limitation
                                         of liability



 


		(a)	The
                                         Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably
                                         incurred by that Finance Party as a result of steps taken by it under Clause 13.1
(Mitigation).



 


		(b)	A
Finance Party is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the opinion of that Finance Party
(acting reasonably), to do so might be prejudicial to it.



 


	13.3	Conduct
                                         of business by the Finance Parties



 


No
provision of this Agreement will:


 


		(a)	interfere
                                         with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
                                         manner it thinks fit;




    36


     

    

		(b)	oblige
                                         any Finance Party to investigate or claim any credit, relief, remission or repayment
                                         available to it or the extent, order and manner of any claim; or



 


		(c)	oblige
                                         any Finance Party to disclose any information relating to its affairs (tax or otherwise)
                                         or any computations in respect of Tax.



 


	14.	OTHER
                                         INDEMNITIES



 


	14.1	Currency
                                         indemnity



 


		(a)	If
                                         any sum due from an Obligor under the Finance Documents (a “Sum”),
                                         or any order, judgment or award given or made in relation to a Sum, has to be converted
                                         from the currency (the “First Currency”) in which that Sum is payable
                                         into another currency (the “Second Currency”) for the purpose of:



 


		(i)	making
                                         or filing a claim or proof against that Obligor; or



 


		(ii)	obtaining
                                         or enforcing an order, judgment or award in relation to any litigation or arbitration
                                         proceedings,



 


that
Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that
Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between
(A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of
exchange available to that person at the time of its receipt of that Sum.


 


		(b)	Each
                                         Obligor waives any right it may have in any jurisdiction to pay any amount under the
                                         Finance Documents in a currency or currency unit other than that in which it is expressed
                                         to be payable.



 


	14.2	Other
                                         indemnities



 


Each
Obligor shall, within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred
by that Finance Party as a result of:


 


		(a)	the
                                         occurrence of any Event of Default;



 


		(b)	any
                                         information produced or approved by any Transaction Obligor being or being alleged to
                                         be misleading and/or deceptive in any respect;



 


		(c)	any
                                         enquiry, investigation, subpoena (or similar order) or litigation with respect to any
                                         Transaction Obligor or with respect to the transactions contemplated or financed or secured
                                         under any Finance Document;



 


		(d)	a
                                         failure by any Transaction Obligor to pay any amount due under a Finance Document on
                                         its due date or in the relevant currency, including without limitation, any cost, loss
                                         or liability arising as a result of Clause 27 (Sharing among the Finance Parties);



 


		(e)	funding,
                                         or making arrangements to fund, its participation in the Loan requested by the Borrower
                                         in the Utilisation Request but not made by reason of the operation of any one or more
                                         of the provisions of this Agreement (other than by reason of default or negligence by
                                         that Finance Party alone); or




    37


     

    

		(f)	the
                                         Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment
                                         given by the Borrower.



 


		14.3	Indemnity
                                         to the Agent



 


Each
Obligor shall, within five (5) Business Days of demand, indemnify the Agent against any cost, loss or liability incurred (or,
in the case of any cost, reasonably incurred) by the Agent as a result of:


 


		(a)	investigating
                                         any event which it reasonably believes is a Default;



 


		(b)	acting
                                         or relying on any notice, request or instruction which it reasonably believes to be genuine,
                                         correct and appropriately authorised;



 


		(c)	instructing
                                         lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
                                         as permitted under this Agreement;



 


		(d)	any
                                         failure by an Obligor to comply with obligations under Clause 15 (Costs and expenses);



 


		(e)	acting
                                         or relying on any notice, request or instruction which it reasonably believes to be genuine,
                                         correct and appropriately authorised;



 


		(f)	the
                                         exercise of any of the rights, powers, discretions and remedies vested in the Agent by
                                         the Finance Documents or by law;



 


		(g)	any
                                         default by any Transaction Obligor in the performance of any of the obligations expressed
                                         to be assumed by it in the Finance Documents; or



 


		(h)	acting
                                         as Agent under the Finance Documents or which otherwise relates to the performance of
                                         the terms of the Finance Documents (otherwise than by reason of the Agent’s gross
                                         negligence or wilful misconduct).



 


		15.	COSTS
                                         AND EXPENSES



 


		15.1	Transaction
                                         expenses



 


Each
Obligor shall, within five (5) Business Days of demand, pay the Agent the amount of all costs and expenses (including legal fees,
subject to any fee cap agreed between the Agent and the Borrower) reasonably incurred by the Agent in connection with the negotiation,
preparation, printing, execution and perfection of:


 


		(a)	this
                                         Agreement and any other documents referred to in this Agreement; and



 


		(b)	any
                                         other Finance Documents executed after the date of this Agreement.



 


		15.2	Amendment
                                         costs



 


If
an Obligor requests an amendment, waiver or consent, that Obligor shall, within five (5) Business Days of demand, reimburse the
Agent for the amount of all costs and expenses (including legal fees, subject to any fee cap agreed between the Agent and the
Borrower) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.



    38


     

    


		15.3	Enforcement
                                         and preservation costs



 








Each
Obligor shall, within five (5) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including
legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any
Finance Document and any proceedings instituted by or against that Finance Party as a consequence of it entering into a Finance
Document or enforcing those rights. 




    39


     

    

SECTION
7


 


GUARANTEE


 


		16.	GUARANTEE
                                         AND INDEMNITY



 


		16.1	Guarantee
                                         and indemnity



 


Each
Guarantor irrevocably and unconditionally jointly and severally:


 


		(a)	guarantees
                                         to each Finance Party punctual performance by each Transaction Obligor of all that Transaction
                                         Obligor’s obligations under the Finance Documents;



 


		(b)	undertakes
                                         with each Finance Party that:



 


		(i)	whenever
                                         a Transaction Obligor does not pay any amount when due under or in connection with any
                                         Finance Document, that Guarantor shall immediately on demand pay that amount as if it
                                         was the principal obligor; and



 


		(ii)	if
                                         an Ipso Facto Event has occurred, then the Guarantor (to which such Ipso Facto Event
                                         relates) shall without further demand by the Agent (to the extent permitted by applicable
                                         law) pay the Loan, accrued interest and other amounts referred to in Clause 22.18 (Acceleration)
                                         as if it was the principal obligor; and



 


		(c)	agrees
                                         with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid or illegal, it will, as an independent and primary obligation, indemnify that
                                         Finance Party immediately on demand against any cost, loss or liability it incurs as
                                         a result of a Transaction Obligor not paying any amount which would, but for such unenforceability,
                                         invalidity or illegality, have been payable by it under any Finance Document on the date
                                         when it would have been due (including, to the extent permitted by applicable law, amounts
                                         that would become due but for the occurrence of an Ipso Facto Event). The amount payable
                                         by a Guarantor under this indemnity will not exceed the amount it would have had to pay
                                         under this Clause 16 if the amount claimed had been recoverable on the basis of a guarantee,



 


provided
that this guarantee and indemnity (other than the guarantee and indemnity given by Cayman Yisheng) shall, subject to Clause 16.3
(Reinstatement), cease to extend to the Royalty Deed upon the occurrence of the Discharge Date.


 


		16.2	Continuing
                                         guarantee



 


This
guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the
Finance Documents, regardless of any intermediate payment or discharge in whole or in part.


 


		16.3	Reinstatement



 


If
any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those
obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition
which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability
of each Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.



    40


     

    


		16.4	Waiver
                                         of defences



 





The
obligations of each Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this
Clause 16, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not
known to it or any Finance Party) including:


 


		(a)	any
                                         time, waiver or consent granted to, or composition with, any Transaction Obligor or other
                                         person;



 


		(b)	the
                                         release of any other Transaction Obligor or any other person under the terms of any composition
                                         or arrangement with any creditor of any Transaction Obligor or Group Member;



 


		(c)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, execute, take up or enforce, any rights against, or security over assets
                                         of, any Transaction Obligor or other person or any non-presentation or non-observance
                                         of any formality or other requirement in respect of any instrument or any failure to
                                         realise the full value of any security;



 


		(d)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of a Transaction Obligor or any other person;



 


		(e)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of any Finance Document or any other document or
                                         security including without limitation any change in the purpose of, any extension of
                                         or any increase in any facility or the addition of any new facility under any Finance
                                         Document or other document or security;



 


		(f)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under any
                                         Finance Document or any other document or security;



 


		(g)	any
                                         insolvency or similar proceedings; or



 


		(h)	this
                                         Agreement or any other Finance Document not being executed by or binding upon any other
                                         party.



 


		16.5	Immediate
                                         recourse



 


Each
Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this
Clause 16. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.


 


	16.6	Appropriations



 


Until
all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have
been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain
                                         from applying or enforcing any other moneys, security or rights held or received by that
                                         Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
                                         apply and enforce the same in such manner and order as it sees fit (whether against those
                                         amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same;
                                         and




    41


     

    

		(b)	hold
                                         in a non-interest bearing suspense account any moneys received from any Guarantor or
                                         on account of any Guarantor’s liability under this Clause 16.



 


		16.7	Deferral
                                         of Guarantors’ rights



 


Until
all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have
been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit
of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any
amount being payable, or liability arising, under this Clause 16:


 


		(a)	to
                                         be indemnified by a Transaction Obligor;



 


		(b)	to
                                         claim any contribution from any other guarantor of or provider of security for any Transaction
                                         Obligor’s obligations under the Finance Documents;



 


		(c)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of the Finance Parties under the Finance Documents or of any other guarantee
                                         or security taken pursuant to, or in connection with, the Finance Documents by any Finance
                                         Party;



 


		(d)	to
                                         bring legal or other proceedings for an order requiring any Transaction Obligor to make
                                         any payment, or perform any obligation, in respect of which any Guarantor has given a
                                         guarantee, undertaking or indemnity under Clause 16.1 (Guarantee and Indemnity);



 


		(e)	to
                                         exercise any right of set-off against any Transaction Obligor; and/or



 


		(f)	to
                                         claim or prove as a creditor of any Transaction Obligor in competition with any Finance
                                         Party.



 


If
any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment
or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties
by the Transaction Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties,
and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause
28 (Payment mechanics).


 


		16.8	Additional
                                         security



 


This
guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.


 


		16.9	Execution
                                         as deed



 


Each
Guarantor shall execute this Agreement as a deed notwithstanding that any other Party may only execute under hand.



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SECTION 8


 


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


 


		17.	REPRESENTATIONS 



 


Each Obligor makes the representations
and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement and (to the extent specified in Clause
17.31 (Repetition) at the times set out in Clause 17.31 (Repetition)).


 


		17.1	Status 



 


		(a)	Each of the Obligors is a corporation, duly incorporated and validly existing
under the laws of its jurisdiction of incorporation.



 


		(b)	Each of the Obligors has the power to own its assets and carry on its business
as it is being conducted.



 


		17.2	Binding obligations 



 


The obligations expressed to
be assumed by each Obligor in each Finance Document to which it is a party are, subject to the Legal Reservations, legal, valid,
binding and enforceable obligations.


 


		17.3	Non-conflict with other obligations 



 


The entry into and performance
by each Obligor of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:


 


		(a)	any law or regulation applicable to any Obligor;



 


		(b)	the Constitutional Documents of any Obligor or any Subsidiary of any Obligor; or



 


		(c)	any agreement or instrument binding upon any Obligor or any Group Member or any asset of any Obligor
or any Group Member.



 


		17.4	Power and authority 



 


		(a)	Each Obligor has the power to enter into, perform and deliver, and has taken
all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and
the transactions contemplated by those Finance Documents.



 


		(b)	No limit on the powers of any Obligor will be exceeded as a result of the borrowing or giving of
guarantees or indemnities contemplated by the Finance Documents to which it is a party.



 


		17.5	Validity and admissibility in evidence 



 


		(a)	All Authorisations required:



 


		(i)	to enable any Obligor lawfully to enter into, exercise its rights and comply with its obligations
in the Finance Documents to which it is a party; and



 


		(ii)	to make the Finance Documents admissible in evidence in the Relevant Jurisdiction
of each Obligor,







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have been obtained or effected and are in full force
and effect, except for the registration requirements set out in Clause 20.30 (SAFE registrations).


 


		(b)	All Authorisations (other than Material Licenses) necessary for the conduct
of the business, trade and ordinary activities of each Group Member have been obtained or effected and are in full force and effect,
which failure to obtain or effect has or is reasonably likely to have a Material Adverse Effect.



 


		(c)	All the Material Licences have been obtained or effected and are in full force and effect.



 


		17.6	Governing law and enforcement 



 


Subject to the Legal Reservations:


 


		(a)	the choice of law of each Finance Document will be recognised and enforced
in the Relevant Jurisdictions of each Obligor; and



 


		(b)	any judgment obtained in the jurisdiction of the governing law of any Finance
Document in relation to such Finance Document will be recognised and enforced in the Relevant Jurisdictions of each Obligor.



 


		17.7	Deduction of Tax 



 


Except for any withholding tax
which may be payable under the laws of the PRC or specified in any legal opinion delivered to the Agent in connection with any
Finance Document, no Obligor is required under the law applicable where it is incorporated or resident or at the address specified
in this Agreement to make any deduction for or on account of Tax from any payment it may make under any Finance Document.


 


		17.8	No filing or stamp taxes 



 


Under the laws of the Relevant
Jurisdictions of each Obligor, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or
other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents
or the transactions contemplated by the Finance Documents, except:


 


		(a)	that Cayman Islands stamp duty will be payable if any Finance Document is executed in, brought
into, or produced to a court of, the Cayman Islands; and



 


		(b)	the registration requirements set out in Clause 20.30 (SAFE Registrations).



 


		17.9	No default 



 


		(a)	No Event of Default is continuing or might reasonably be expected to result
from the making of the Utilisation.



 


		(b)	No other event or circumstance is outstanding which constitutes a default under
any other agreement or instrument which is binding on any Obligor or any Group Member or to which the assets of any Transaction
Obligor or any Group Member are subject which has or is reasonably likely to have a Material Adverse Effect.



 


		17.10	No misleading information 



 


		(a)	Any factual information provided by or on behalf of any Transaction Obligor to any Finance Party
for the purposes of the Finance Documents was true and accurate in all material respects as at the date it was provided or
as at the date (if any) at which it is stated.





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		(b)	Any financial projections provided by or on behalf of any Transaction Obligor
to any Finance Party for the purposes of the Finance Documents have been prepared on the basis of recent historical information
and on the basis of reasonable assumptions.



 


		(c)	Nothing has occurred or been omitted from the information referred to in paragraph
(a)above and no information has been given or withheld that results in the information so provided being untrue or misleading in
any material respect.



 


		(d)	All information supplied by or on behalf of any Transaction Obligor to any
Finance Party was true, complete and accurate in all material respects as at the date it was given and was not misleading in any
respect.



 


		17.11	Financial statements 



 


		(a)	The financial statements of each Reporting Entity most recently supplied to
the Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with GAAP consistently
applied save to the extent expressly disclosed in such financial statements.



 


		(b)	The financial statements of each Reporting Entity most recently supplied to the Agent (which, at
the date of this Agreement, are the Original Financial Statements) give a true and fair view and represent its financial condition
and operations (consolidated where applicable) during the relevant period save to the extent expressly disclosed in such financial
statements.



 


		(c)	There has been no material adverse change in its business or financial condition
(or the business or consolidated financial condition of the Group) since 31 December 2021.



 


		17.12	Pari passu ranking 



 


The payment obligations of each
Obligor under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applying to companies generally.


 


		17.13	No proceedings 



 


		(a)	No litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency which, if adversely determined, has or is reasonably likely to have a Material Adverse Effect has or have
(to the best of its knowledge and belief) been started or threatened against any Transaction Obligor or any Group Member.



 


		(b)	No judgment or order of a court, arbitral body or agency which is reasonably likely to have a Material
Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against any Transaction
Obligor or any Group Member.



 


		17.14	No breach of laws 



 


		(a)	Neither any Obligor nor any Group Member has breached any law or regulation
which breach has or is reasonably likely to have a Material Adverse Effect.





    45


     

    

		(b)	No labour disputes are current or, to the best of its knowledge and belief (having made due and
careful enquiry), threatened against any Transaction Obligor or any Group Member which have or are reasonably likely to have a
Material Adverse Effect.



 


		17.15	Environmental compliance 



 


		(a)	Each Obligor and each Group Member is in compliance with Clause 20.8 (Environmental compliance)
and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent
such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.



 


		(b)	No Environmental Claim has been commenced or (to the best of its knowledge
and belief (having made due and careful enquiry)) is threatened against any Obligor or Group Member where that claim has or is
reasonably likely, if determined against that Obligor or Group Member, to have a Material Adverse Effect.



 


		17.16	Taxation 



 


		(a)	Save for Historical Overdue Taxes which has been fully settled by Liaoning
Yisheng as at the date of this Agreement, each Obligor and each Group Member has duly and punctually paid and discharged all Taxes
imposed upon it or its assets within the time period allowed without incurring penalties.



 


		(b)	None of the Obligors or Group Member is materially overdue in the filing of
any Tax returns.



 


		(c)	No claims or investigations are being, or are reasonably likely to be, made
or conducted against any Obligor or any Group Member with respect to Taxes.



 


		(d)	Each of the Transaction Obligors and Group Members (other than Cayman Yisheng)
is resident for Tax purposes only in its jurisdiction of incorporation.



 


		17.17	Security and Financial Indebtedness 



 


		(a)	No Security or Quasi-Security exists over all or any of the present or future
assets of any Group Member other than the Existing Security.



 


		(b)	No Group Member has any Financial Indebtedness outstanding other than as permitted
by this Agreement.



 


		17.18	Authorised signatories 



 


Any person specified as its authorised
signatory under Schedule 2 (Conditions precedent) or paragraph (v) of Clause 18.4 (Information: miscellaneous) is
authorised to sign the Utilisation Request (in the case of the Borrower only) and other notices on its behalf.


 


		17.19	Good title to assets 



 


It and each of its Subsidiaries
has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets
necessary to carry on its business as presently conducted.


 


		17.20	Ownership of Obligors 



 


		(a)	The Group Structure Chart is true, complete and accurate in all material respects.




    46


     

    

		(b)	At any time prior to the Utilisation Date, Mr. Zhang and his Family Members
(in aggregate) own beneficially (directly or indirectly) at least 50.1% of the Equity Interests in Cayman Yisheng and at least
50.1% of the economic interest in Cayman Yisheng, in each case determined on an as-if-converted basis.



 


		(c)	Cayman Yisheng legally and beneficially owns all of the Equity Interests in the Borrower, US Yisheng
and Singapore Yisheng.



 


		(d)	The Borrower legally and beneficially owns all of the Equity Interests in each
of the PRC Guarantors.



 


		(e)	The shares in the capital of each Obligor are fully paid and are not subject
to any option to purchase or similar rights other than:



 


		(i)	in the case of a PRC Guarantor, any equity interest in the capital of such PRC Guarantor which
is not fully paid in accordance with PRC law; or



 


		(ii)	in the case of Cayman Yisheng, pursuant to the Shareholder Documents.



 


		17.21	Insolvency 



 


No:


 


		(a)	corporate action, legal proceeding or other procedure or step described in
paragraph (i) of Clause 22.7 (Insolvency proceedings); or



 


		(b)	creditors’ process described in Clause 22.8 (Creditors’ process),



 


has been taken or, to the knowledge
of each Obligor, threatened in relation to an Obligor or a Group Member and none of the circumstances described in Clause 22.6
(Insolvency) applies to an Obligor or a Group Member.


 


		17.22	Intellectual Property 



 


Each Group Member:


 


		(a)	is the sole legal and beneficial owner of or has licensed to it all the Intellectual Property which
is material in the context of the business of the Group (taken as a whole) and which is required by the Group to carry on its business
as it is being conducted;



 


		(b)	does not, in carrying on its businesses, infringe any Intellectual Property
of any third party in any respect; and



 


		(c)	has taken all formal or procedural actions (including payment of fees) required to maintain any
material Intellectual Property owned by it.



 


		17.23	Sanctions 



 


None of the Transaction Obligors
or any of their Subsidiaries, or any of their respective directors, officers, or employees:


 


		(a)	is a Restricted Party;



 


		(b)	has violated or is violating any Sanctions or has engaged or is engaging in
any activity or conduct which could result in any violation of any Sanctions;






    47


     

    

		(c)	has received notice of or is aware of any claim, action, suit, proceeding or
investigation (other than any routine investigation or any investigation where the underlying circumstances are frivolous or vexatious)
against it with respect to Sanctions by any Sanction Authority; or



 


		(d)	will directly or indirectly use the proceeds of the Facility, or lend, contribute or otherwise
make available such proceeds to any of its Subsidiaries, for the purpose of financing the activities of any person who is a Restricted
Party or is subject to any Sanctions by any Sanctions Authority or for any purpose which will violate any Anti-Corruption Law or
applicable Sanctions.



 


		17.24	Anti-Corruption, Anti-Money Laundering and Anti-Terrorism 



 


		(a)	Neither any Transaction Obligor nor any of their respective Subsidiaries, directors,
officers, employees, agents or persons acting on any of their behalf (in the case of any agents or persons acting on any of their
behalf, in the course of acting as such), has violated or directly or, knowingly, indirectly caused other persons to be in violation
of any provision of the FCPA or any other applicable Anti-Corruption Law.



 


		(b)	Neither any Transaction Obligor nor any of their respective Subsidiaries, directors,
officers, employees, agents or persons acting on any of their behalf has (in the case of any agents or persons acting on any of
their behalf, in the course of acting as such) has violated any Anti-Money Laundering Law or any Anti-Terrorism Law.



 


		(c)	Each of the Transaction Obligors and their Subsidiaries have conducted their businesses in compliance
with the Anti-Corruption Law, the Anti-Money Laundering Law and the Anti-Terrorism Law and have instituted and maintain systems,
controls, policies and procedures designed to prevent bribery and corruption by any director, officer and employee of such Obligor
and its Subsidiaries and ensure continued compliance with the Anti-Corruption Law, the Anti-Money Laundering Law and the Anti-Terrorism
Law.



 


		17.25	Holding companies 



 


		(a)	Neither Cayman Yisheng nor the Borrower has any business or traded or incurred
any liabilities or commitments (actual or contingent, present or future) other than as permitted by Clause 20.27 (Holding companies).



 


		(b)	Cayman Yisheng does not hold or beneficially own any Equity Interest in any
person (or any interest therein) except for shares in US Yisheng, Singapore Yisheng and the Borrower.



 


		(c)	None of US Yisheng, Singapore Yisheng, Liaoning Yisheng and Beijing Yisheng:



 


		(i)	holds or beneficially owns any Equity Interest in any person (or any interest
therein); or



 


		(ii)	has traded or carried on any business since the date of its incorporation except
for business activities relating to the research and development of vaccines and therapeutic biologics.



 


		(d)	The Borrower does not hold or beneficially own any Equity Interest in any person
(or any interest therein) except for equity interest in Liaoning Yisheng and Beijing Yisheng.






    48


     

    

		(e)	As at the date of this Agreement, neither Cayman Yisheng nor the Borrower is
party to any material agreement other than the Finance Documents, the Shareholder Documents and any agreement in connection with
the IPO or engagement or employment of any director or external professional advisor.



 


		(f)	Neither Cayman Yisheng nor the Borrower has more than ten (10) employees (which,
for the avoidance of doubt, do not include any director or external advisor) and such employees are employed for general administration
purposes only.



 


		17.26	Shareholder Documents 



 


		(a)	The Shareholder Documents contain all the terms of the agreements and arrangements
in relation to:



 


		(i)	a Redemption Event or any redemption or similar right of a holder of Equity
Interest in Cayman Yisheng in relation to any Equity Interest held by it;



 


		(ii)	any right regarding the repurchase of any Equity Interest of Cayman Yisheng
by Cayman Yisheng; and



 


		(iii)	ranking and priority among the holders of Equity Interest of Cayman Yisheng,
Cayman Yisheng and/or the creditors of Cayman Yisheng.



 


		(b)	Except as otherwise disclosed in writing to the Agent prior to the date of this Agreement, there
has been no amendment, variation or supplement of or to, or wavier by any party to the Shareholder Documents.



 


		(c)	The rights of a shareholder of Cayman Yisheng to require Cayman Yisheng to
redeem or repurchase the Equity Interest in Cayman Yisheng held by such shareholder and the provisions relating to such redemption
or repurchase of Equity Interest by Cayman Yisheng, in each case as set out in the Cayman Yisheng Articles, are consistent with
those contained in the Shareholder Documents in all respects.



 


		(d)	Each party to the Shareholder Documents is in compliance in all material respects
with all of its obligations under the Shareholder Documents, and to the best of the knowledge and belief of Cayman Yisheng:



 


		(i)	no representation or warranty given by any party to any of the Shareholder
Documents is untrue or misleading in any material respect; and



 


		(ii)	no party to any Shareholder Documents is in default or breach of any of its
obligations thereunder in any material respect.



 


		(e)	There has been no termination, rescission or cancellation of any of the Shareholder
Documents. The Shareholder Documents are in full force and effect (save for any discharge through performance in full and subject
to any amendment, variation, supplement, waiver or consent which has been disclosed in writing to the Agent or which has been made
in accordance with Clause 20.17 (Constitutional documents and Shareholder Documents).



 


		(f)	No Redemption Event has occurred.








    49


     

    

		17.27	Insurance 




 


To the best knowledge and belief
of each Obligor, there has been no non-disclosure, misrepresentation or breach of any term of any insurance policy in respect of
any insurance required to be maintained pursuant to Clause 20.20 (Insurance) which would entitle any insurer to repudiate,
rescind or cancel it or avoid or reduce its liability (in whole or in part) under it or otherwise decline any valid claim under
it by or on behalf of any Group Member.


 


		17.28	Private and commercial acts 



 


The execution by each Obligor
of the Finance Documents to which it is a party constitutes, and its exercise of its rights and performance of its obligations
under the Finance Documents will constitute, private and commercial acts done and performed for private and commercial purposes.


 


		17.29	No immunity 



 


In any proceedings taken in a
Relevant Jurisdiction in relation to the Finance Documents, no Obligor is entitled to claim for itself or any of its assets immunity
from suit, execution, attachment or other legal process.


 


		17.30	No partnership intended 



 


No Finance Party is intended
to be considered as a partner of any Obligor under the Partnership Ordinance (Cap. 38 of the Laws of Hong Kong), or any similar
laws of any Relevant Jurisdiction of any Obligor or Finance Party.


 


		17.31	Repetition 



 


The Repeating Representations
are deemed to be made by each Obligor by reference to the facts and circumstances then existing on:


 


		(a)	the date of the Utilisation Request, the Utilisation Date and the first day
of each Interest Period; and



 


		(b)	in the case of an Additional Guarantor, the day on which the company becomes
(or it is proposed that the company becomes) an Additional Guarantor.



 


		18.	INFORMATION UNDERTAKINGS 



 


The undertakings in this Clause
18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.


 


		18.1	Financial statements 



 


The Borrower shall supply to
the Agent in sufficient copies for all the Lenders:


 


		(a)	as soon as the same become available, but in any event by no later than the
first Quarter Report Date after the end of each Financial Year:



 


		(i)	the audited consolidated financial statements of Cayman Yisheng for that Financial
Year; and



 


		(ii)	the audited financial statements of the Borrower for that Financial Year;








    50


     

    


		(b)	as soon as the same become available, but in any event by no later than the
first Quarter Report Date after the end of each Financial Quarter (other than the Financial Quarter ending on 31 March):



 



		(i)	the unaudited consolidated financial statements of Cayman Yisheng for that
Financial Quarter; and



 


		(ii)	the unaudited financial statements of the Borrower for that Financial Quarter;
and



 


		(c)	promptly upon request, the financial statements of any other Obligor in respect
of any financial year or any Financial Quarter.



 


		18.2	Compliance Certificate 



 


Each of the Borrower and Cayman
Yisheng shall supply to the Agent, with each set of financial statements delivered to the Agent pursuant to paragraphs (a) and
(b) of Clause 18.1 (Financial statements):


 


		(a)	a Compliance Certificate setting out (in reasonable detail) computations as
to compliance with Clause 19 (Financial covenants) as at the date as at which those financial statements were drawn up.
The Compliance Certificate shall have attached to it an updated Net Sales Report as at the date as at which those financial statements
were drawn up; and



 


		(b)	a summary of the Permitted Intra-group Transfers (in reasonable details or
as evidenced by the relevant bank statement(s)) in respect of the relevant Financial Quarter, by way of an electronic mail sent
by a director of Cayman Yisheng.



 


		18.3	Requirements as to financial statements 



 


		(a)	Each set of financial statements delivered by a Reporting Entity pursuant to
Clause 18.1 (Financial statements) shall be certified by a director of the relevant Reporting Entity as fairly representing its financial condition
as at the date as at which those financial statements were drawn up.



 


		(b)	A Reporting Entity shall procure that each set of financial statements delivered
pursuant to Clause 18.1 (Financial statements) is prepared using GAAP.



 


		(c)	Each of the Borrower and Cayman Yisheng shall procure that each set of its
financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP, accounting practices
and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in
relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices
or reference periods and the auditors of the Borrower or Cayman Yisheng deliver to the Agent:



 


		(i)	a description of any change necessary for those financial statements to reflect
the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and



 


		(ii)	sufficient information, in form and substance as may be reasonably required by the Agent, to enable
the Lenders to determine whether Clause 19 (Financial covenants) has been complied with and make an accurate comparison
between the financial position indicated in those financial statements and the Original Financial Statements.






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Any reference in this Agreement
to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis
upon which the Original Financial Statements were prepared.


 


		18.4	Information: miscellaneous 



 


		(a)	Each Obligor shall supply to the Agent (in sufficient copies for all the Finance
Parties, if the Agent so requests):



 


		(i)	all documents dispatched by any Obligor to its shareholders (or any class of
them) or its creditors generally at the same time as they are despatched;



 


		(ii)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings which are current, threatened or pending against any Transaction Obligor, any Group Member or any director of any Group
Member, and which might, if adversely determined, have a Material Adverse Effect;



 


		(iii)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral
body or agency which is made against any Transaction Obligor, any Group Member or any director of any Group Member, and which might
have a Material Adverse Effect;



 


		(iv)	promptly, such further information regarding the financial condition, business
and operations of any Obligor or any Group Member as any Finance Party (through the Agent) may reasonably request; and



 


		(v)	promptly, such information regarding the Included Products as any Finance Party
(through the Agent) may reasonably request,



 


except to the extent in each
case, the supply or disclosure of such information or providing copies of such document to the Agent would cause any Group Member
to breach any law or regulation, or (in the case of sub-paragraph (iv) above only) any confidentiality obligation binding on it,
provided that:


 


		(A)	such Obligor shall use all commercially reasonable endeavours to remove or
overcome any applicable restrictions against disclosure of such information under such law, regulation, requirement or duty of
confidentiality and if such restrictions are overcome, such Obligor shall procure that such information is so supplied to the Agent
as soon as reasonably practicable; and



 


		(B)	such duty of confidentiality is not entered into with a view to circumventing
the requirement for disclosure to any of the Finance Parties.



 


		(b)	Each Obligor shall supply to the Agent promptly, notice of any change in authorised
signatories of any Transaction Obligor signed by a director or company secretary of such Transaction Obligor accompanied by specimen
signatures of any new authorised signatories.






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		18.5	Notification of default 



 


		(a)	Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy
it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided
by another Obligor).



 


		(b)	Promptly upon a request by the Agent, the Borrower shall supply to the Agent
a certificate signed by two of its directors certifying that no Default is continuing (or if a Default is continuing, specifying
the Default and the steps, if any, being taken to remedy it).



 


		18.6	Direct electronic delivery by an Obligor 



 


An Obligor may satisfy its obligations
under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender
in accordance with Clause 30.4 (Electronic communication) to the extent that Lender and the Agent agree to this method of
delivery.


 


		18.7	“Know your customer” checks 



 


		(a)	Each Obligor shall promptly upon the request of the Agent supply, or procure
the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender
(including for any Lender on behalf of any prospective new Lender)) in order for the Agent, such Lender or any prospective new
Lender to conduct all “know your customer” and other similar procedures that it is required (or deems desirable) to
conduct.



 


		(b)	Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to conduct all “know
your customer” and other similar procedures that it is required (or deems desirable) to conduct.



 


		(c)	The Borrower shall, by not less than 10 Business Days’ prior written
notice to the Agent, notify the Agent (which shall promptly notify the Lenders) if any one of its Subsidiaries is required to become
an Additional Guarantor pursuant to Clause 24 (Changes to the Obligors).



 


		(d)	Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional
Guarantor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures
in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of
the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for
the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all “know your
customer” and other similar checks that it is required (or deems desirable) to conduct pursuant to the accession of such
Subsidiary to this Agreement as an Additional Guarantor.



 


		19.	FINANCIAL COVENANTS 



 


The undertakings in this Clause
19 remain in force from the date of this Agreement until the Discharge Date.







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		19.1	Financial covenants 



 


The Borrower shall ensure that
in relation to the Group:



 


		(a)	at any time on or prior to the date falling twelve (12) Months after the Utilisation Date:



 


		(i)	the Net Sales of the Included Products in respect of any Annual Relevant Period
shall not be less than RMB400,000,000; and



 


		(ii)	the Total Debt to Net Sales of the Included Products in respect of any Relevant
Period shall not be more than 1.25:1;



 


		(b)	at any time after the date falling twelve (12) Months after the Utilisation Date:



 


		(i)	the Net Sales of the Included Products in respect of any Annual Relevant Period
shall not be less than RMB500,000,000; and



 


		(ii)	the Total Debt to Net Sales of the Included Products in respect of any Relevant
Period shall not be more than 1:1;



 


		(c)	the EBITDA Margin in respect of any Relevant Period shall not be less than twenty-five per cent.
(25%); and



 


		(d)	at any time after the date falling eighteen (18) Months after the Utilisation
Date, the EBITDA Margin (after taking into account research and development expenses associated with the research and development
of the Included Products) in respect of any Relevant Period shall not be less than twenty per cent. (20%).



 


		19.2	Financial testing 



 


The financial covenants set
out in Clause 19.1 (Financial covenants) shall be tested on an annual basis (in respect of paragraph (a)(i) and (b)(i) thereof)
or on a quarterly basis (in respect of paragraphs (a)(ii), (b)(ii), (c) and (d) thereof) by reference to the financial statements
and Compliance Certificates delivered by each of the Borrower and Cayman Yisheng to the Agent pursuant to Clauses 18.1 (Financial
statements) and 18.2 (Compliance Certificate) in respect of each Annual Relevant Period or Relevant Period (as the case
may be).


 


		19.3	Cure of Total Debt to Net Sales 



 


		(a)	If, in relation to any Relevant Period, the requirement under paragraph (a)(ii)
or (b)(ii) of Clause 19.1 (Financial covenants) (as applicable) is not complied with as at the end of such Relevant Period,
the Borrower shall, on or after the expiry of such Relevant Period but prior to the date falling 15 days after the date of delivery
of the Compliance Certificate by Cayman Yisheng (the “Cure Period Expiry Date”):



 


		(i)	prepay the Loan in whole or in part (together with accrued interest, any Makewhole
Amount and any Prepayment Fee payable in connection with such prepayment) on or before the Cure Period Expiry Date by giving the
Agent not less than five (5) days’ (or such shorter period as the Majority Lenders may agree) prior written notice such that
immediately after such prepayment of the Loan, the requirement under paragraph (a)(ii) or (b)(ii) of Clause 19.1 (Financial
covenants) (as applicable) is complied with; or



 


		(ii)	provide evidence to the Agent (in form and substance satisfactory to the Majority
Lenders) that the Borrowings of the Group have been reduced such that the requirement under paragraph (a)(ii) or (b)(ii) of Clause
19.1 (Financial covenants) (as applicable), if re-determined by taking into account such reduction, is complied with.






    54


     

    

		(b)	If there is a breach of the requirement under paragraph
(a)(ii) or (b)(ii) of Clause 19.1 (Financial covenants) (as applicable) but the Borrower complies with the requirements
under paragraph (a) above with respect to such breach within the time period specified thereof, such breach shall not constitute
an Event of Default (but this shall be without prejudice to any subsequent breach of the requirements under paragraph (a)(ii)
or (b)(ii) of Clause 19.1 (Financial covenants) (as applicable) and shall not prevent any Event of Default or Default from
arising in respect of any such subsequent breach).



 


		(c)	If there is (or it is anticipated that there will be)
a breach of any requirement under Clause 19.1 (Financial covenants), the Borrower may apply for a waiver of such breach
or requirement by the Majority Lenders. Such breach shall cease to constitute an Event of Default if the Majority Lenders have
agreed to grant such waiver.



 


		19.4	Financial definitions 



 


In this Clause 19:


 


“Annual Relevant Period”
means each period of 12 months ending on the last day of each Financial Year (provided that the first Annual Relevant Period for
the purpose of this Agreement shall be the Annual Relevant Period commencing on 1 April 2022).


 


“Borrowings”
means, at any time, the outstanding principal, capital or nominal amount and any fixed or minimum premium payable on prepayment
or redemption of any indebtedness for or in respect of Financial Indebtedness (save for any indebtedness for or in respect of
paragraphs (h)  and (i) of the definition of “Financial Indebtedness” and
redeemable shares which do not contain a fixed date for redemption which falls prior to the Final Repayment Date).


 


“Consolidated Net Finance
Charges” means, for any Relevant Period, the aggregate amount of interest, commission, fees, discounts, prepayment penalties
or premiums and other finance payments in respect of Borrowings whether accrued, paid or payable and whether or not capitalised
by any member of the Group in respect of that Relevant Period:


 


		(a)	excluding any such obligations owed to any other member of the Group;



 


		(b)	including the interest element of leasing and hire purchase payments; and



 


		(c)	deducting any interest paid, payable to or accrued to the benefit of any member
of the Group on any deposit or bank account.



 


“EBIT” means,
for any Relevant Period, the consolidated operating profits of the Group (including for the avoidance of doubt, any profit of any
member of the Group which is attributable to minority interests) for that Relevant Period before taxation:


 


		(a)	before deducting any Consolidated Net Finance Charges;



 


		(b)	before taking into account any items treated as exceptional or extraordinary items, including but
not limited to listing expenses reasonably incurred in connection with the IPO and fair value changes of convertible or redeemable
preferred shares and share based compensation; and



 


		(c)	before taking into account any research and development expenses,



 


in each case, to the extent added, deducted or taken
into account, as the case may be, for the purposes of determining the profits of the Group from ordinary activities before taxation.





    55


     

    

“EBITDA”
means, for any Relevant Period, EBIT for that Relevant Period before deducting any amount attributable to amortisation of goodwill
and other intangible assets or depreciation of tangible assets.


 


“EBITDA Margin”
means, for any Relevant Period, the ratio of EBITDA to Net Sales (calculated on a consolidated basis).


 


“Relevant Period”
means each period of 12 months ending on the last day of each Financial Year and each period of 12 months ending on the last day
of the each Financial Quarter.


 


“Total Debt”
means, at any time, the aggregate obligations of the Group Members for or in respect of Borrowings at that time but excluding any
such obligations owing to any other Group Member.


 


		20.	GENERAL UNDERTAKINGS 



 


The undertakings in this Clause
20 remain in force from the date of this Agreement until the Discharge Date.


 


		20.1	Authorisations 



 


Each Obligor shall promptly:


 


		(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and



 


		(b)	supply certified copies to the Agent of,



 


any Authorisation required to (subject
to Clause 20.30 (SAFE Registration)):


 


		(i)	enable it to perform its obligations under the Finance Documents;



 


		(ii)	ensure the legality, validity, enforceability or admissibility in evidence
in each of its Relevant Jurisdictions of any Finance Document; and



 


		(iii)	carry on its business and own its assets, where failure to do so has or is reasonably likely to
have a Material Adverse Effect.



 


		20.2	Compliance with laws 



 


Each Obligor shall comply in
all respects with all laws and regulations to which it may be subject, if failure so to comply would materially impair its ability
to perform its obligations under the Finance Documents.


 


		20.3	Ranking 



 


Each Obligor shall ensure that
its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all
of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies
generally.


 


		20.4	Negative pledge 



 


		(a)	In this Clause 20.4, “Quasi-Security” means an arrangement
or transaction described in paragraph (b) below.






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		(b)	No Obligor shall (and the Borrower shall ensure that no other Group Member will) create or permit
to subsist any Security over any of its assets.



 


		(c)	No Obligor shall (and the Borrower shall ensure that no other Group Member will):



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
to or re-acquired by an Obligor or any other Group Member;



 


		(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;



 


		(iii)	enter into or permit to subsist any title retention arrangement;



 


		(iv)	enter into or permit to subsist any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or



 


		(v)	enter into or permit to subsist any other preferential arrangement having a similar effect,



 


in circumstances where the arrangement or transaction
is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		(d)	Paragraphs (a) and (b) above do not apply to:



 


		(i)	the Existing Security, provided that the principal amount secured thereunder does not exceed the
amount stated in Schedule 9 (Existing Security);



 


		(ii)	any netting or set-off arrangement entered into by any Group Member in the ordinary course of its
banking arrangements for the purpose of netting debit and credit balances;



 


		(iii)	any payment or close-out netting or set-off arrangement pursuant to any Treasury Transaction permitted
under Clause 20.24 (Treasury Transactions), excluding, in each case, any Security or Quasi-Security under a credit support
arrangement in relation to a Treasury Transaction;



 


		(iv)	any lien arising by operation of law and in the ordinary course of trading provided that the
debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;



 


		(v)	any Security or Quasi-Security arising under any retention of title, hire purchase or conditional
sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Member in the ordinary course of
trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group
Member;



 


		(vi)	any Security constituted by any deposit made by a Group Member to its landlord in the ordinary
course of business;



 


		(vii)	any Security or Quasi-Security arising as a consequence of any Finance Lease which constitutes
Financial Indebtedness permitted by Clause 20.13 (Financial Indebtedness);






    57


     

    

		(viii)	any Security or Quasi-Security granted by an Onshore Group Member securing
Permitted Onshore Financial Indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal
amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any Group Member other than any permitted
under paragraphs (ii) and (iv) to (vii) above and (ix) below) does not exceed RMB250,000,000 (or its equivalent in another currency
or currencies) at any time; or



 


		(ix)	any Security or Quasi-Security created with the prior written consent of the
Agent (acting on the instructions of the Majority Lenders).



 


		20.5	Disposals 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary
to sell, lease, transfer or otherwise dispose of any asset



 


		(b)	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:



 


		(i)	which is an Ordinary Sale Disposal;



 


		(ii)	of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent
Investments;



 


		(iii)	of cash in the ordinary course of business and which is not otherwise restricted
by the terms of the Finance Document;



 


		(iv)	by a Guarantor to another Guarantor (other than Cayman Yisheng);



 


		(v)	by a PRC Guarantor to another PRC Guarantor;



 


		(vi)	which constitutes non-exclusive licensing of Intellectual Property to Cayman
Yisheng on arm’s length basis and on normal commercial terms;



 


		(vii)	of assets in exchange for other assets comparable or superior as to type, value
and quality and for a similar purpose (other than an exchange of a non-cash asset for cash);



 


		(viii)	of obsolete or redundant vehicles, plant, machinery and equipment for cash;



 


		(ix)	constituted by a license of Intellectual Property to an Onshore Group Member for the purpose of
sale of any Included Products;



 


		(x)	constituted by a licence of Intellectual Property in the ordinary course of
business on arm’s length and normal commercial terms or otherwise pursuant to the terms of the Adjuvant Global Health Agreement;



 


		(xi)	to a Joint Venture, to the extent permitted by Clause 20.10 (Acquisitions
and Joint Ventures);



 


		(xii)	arising as a result of any Security permitted by Clause 20.4 (Negative pledge);
or



 


		(xiii)	made with the prior written consent of the Agent (acting on the instructions
of the Majority Lenders).





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		20.6	Merger 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will) enter into any amalgamation, demerger, merger or corporate reconstruction.



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	any sale, lease, transfer or other disposal permitted pursuant to Clause 20.5
(Disposals); or



 


		(ii)	any acquisition permitted pursuant to Clause 20.10 (Acquisitions and Joint
Ventures).



 


		20.7	Change of business 



 


The Borrower shall procure
that no substantial change is made to the general nature of the business (being life science, biological science and pharmaceutical
business) of the Group from that carried on at the date of this Agreement.


 


		20.8	Environmental compliance 



 


Each Obligor shall (and the Borrower
shall ensure that each Group Member will) comply in all material respects with all Environmental Law, obtain and maintain any Environmental
Permits and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental
Law or any Environmental Permits, where failure to do so has or is reasonably likely to have a Material Adverse Effect.


 


		20.9	Environmental Claims 



 


Each Obligor shall inform the
Agent in writing as soon as reasonably practicable upon becoming aware of:


 


		(a)	any Environmental Claim which has been commenced or (to the best of such Obligor’s
knowledge and belief) is threatened against any Group Member, or



 


		(b)	any facts or circumstances which will or is reasonably likely to result in
any Environmental Claim being commenced or threatened against any Group Member,



 


in each case where such Environmental Claim, if
determined against that Group Member, is reasonably likely to have a Material Adverse Effect.


 


		20.10	Acquisitions and Joint Ventures 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will) acquire any company, shares, securities, business, assets, or undertaking or make any investment except for:



 


		(i)	an acquisition by a PRC Guarantor from another PRC Guarantor;



 


		(ii)	an acquisition by a Group Member of ordinary share(s) or equity interest in any of its direct Subsidiaries
by way of subscription of such ordinary share(s) or equity interest in such Subsidiaries upon the issuance thereof;



 


		(iii)	an acquisition by any Group Member of any asset sold, leased, transferred or
otherwise disposed of by any other Group Member where such sale, lease, transfer or disposal constitutes a disposal that
is permitted under Clause 20.5 (Disposals);





    59


     

    


		(iv)	the repurchase of the ordinary shares of Cayman Yisheng issued pursuant to
any share incentive or similar scheme, in the event of a termination of employment or consulting relationship with Cayman Yisheng;



 


		(v)	the establishment or incorporation of any Subsidiary provided that it becomes
a Guarantor in accordance with Clause 24.2 (Additional Guarantors and Additional PRC Guarantors);



 


		(vi)	an acquisition of Cash Equivalent Investments;



 


		(vii)	an acquisition of any Intellectual Property from any person other than a Group
Member on a royalty-free or similar basis;



 


		(viii)	an acquisition the total consideration for which (when aggregated with (A) the total consideration
for any other acquisition made pursuant to this paragraph (a)(viii) in the same Financial Year, and (B) the aggregate amount of
investments in any Joint Venture made pursuant to paragraph (c) below in the same Financial Year) does not exceed RMB30,000,000
(or its equivalent in another currency or currencies);



 


		(ix)	a Permitted Joint Venture Investment; or



 


		(x)	an acquisition or investment made with the prior written consent of the Agent
(acting on the instructions of the Majority Lenders).



 


		(b)	No Obligor shall (and the Borrower shall ensure that no other Group Member will) enter into or
invest in any Joint Venture (including by acquisition of any interests therein, or transfer any assets or lend to, or give any
guarantee, indemnity or Security for the obligations of, such Joint Venture).



 


		(c)	Paragraph (b) above does not apply:



 


		(i)	where, in any Financial Year, the aggregate of:



 


		(A)	all amounts subscribed for shares in, lent to, or invested in any Joint Venture
by any Group Member; and



 


		(B)	the fair market value of any assets transferred by any Group Member to any
Joint Venture,



 


when aggregated with the total
consideration for acquisitions made pursuant to paragraph (a)(viii) above, does not exceed RMB30,000,000 (or its equivalent in
another currency or currencies) (each a “Permitted Joint Venture Investment”); or


 


		(ii)	where such investment, transfer, loan, guarantee, indemnity or Security is
made or granted with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).






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		20.11	Loans or credit 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will) be the creditor of any Financial Indebtedness.



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	any Subordinated Loan;



 


		(ii)	any Financial Indebtedness permitted under paragraph (b) of Clause 20.13 (Financial Indebtedness);



 


		(iii)	any Permitted Joint Venture Investment; or



 


		(iv)	any Financial Indebtedness made available by any Group Member to any person
with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).



 


		20.12	Guarantees or indemnities 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person (other than such Obligor itself
or, as the case may be, such Group Member itself), or assume any liability (actual or contingent) in respect of any obligation
or liability of any person (other than such Obligor itself or, as the case may be, such Group Member itself).



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	any guarantee arising under the Finance Documents;



 


		(ii)	any guarantee arising under any Financial Indebtedness permitted under Clause
20.13 (Financial Indebtedness) (other than under paragraphs (b)(iii) and (b)(iv) thereof); or



 


		(iii)	any guarantee granted with the prior written consent of the Agent (acting on
the instructions of the Majority Lenders).



 


		20.13	Financial Indebtedness 



 


		(a)	No Obligor shall (and the Borrower shall ensure that no other Group Member
will) incur or permit to remain outstanding any Financial Indebtedness.



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	any Financial Indebtedness incurred pursuant to any Finance Documents;



 


		(ii)	any Existing Financial Indebtedness, provided that no increase in principal
amount of any such Existing Financial Indebtedness is permitted;



 


		(iii)	any guarantee permitted under paragraph (b) of Clause 20.12 (Guarantees
or indemnities);



 


		(iv)	any Subordinated Debt;



 


		(v)	any Financial Indebtedness arising under a Treasury Transaction permitted under
Clause 20.24 (Treasury Transaction);




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		(vi)	any Financial Indebtedness under Finance Leases of vehicles, plant, machinery, equipment or computers,
the aggregate capital value of all such items so leased under outstanding leases by Group Members does not exceed RMB50,000,000
(or its equivalent in other currencies) at any time;



 


		(vii)	prior to the occurrence of the IPO:



 


		(A)	any Financial Indebtedness made available by any Group Member to Cayman Yisheng
for on-lending to another Group Member for the payment of any expenses arising from the ordinary course of business of such other
Group Member (each a “Permitted Intra-group Transfer”), provided that Cayman Yisheng shall, within one (1) Business
Day after the date of incurrence of such Financial Indebtedness on-lend the proceeds to such Group Member by way of a Subordinated
Loan and if requested by the Agent, provide evidence of such on-lending to the Agent (in form and substance satisfactory to the
Agent);



 


		(B)	any Financial Indebtedness made available by any Group Member to Cayman Yisheng
for funding listing expenses reasonably incurred by it in connection with the IPO; or



 


		(C)	any Financial Indebtedness made available by any Group Member to Cayman Yisheng
for funding administrative expenses in an amount which (when aggregated with any other Financial Indebtedness permitted under this
sub-paragraph (C)) does not exceed US$2,000,000 in any Financial Year;



 


		(viii)	after the occurrence of the IPO, any Financial Indebtedness made available
by any Group Member to Cayman Yisheng in the ordinary course of business or for on-lending to another Group Member by way of a
Subordinated Loan;



 


		(ix)	any Financial Indebtedness made available by any Onshore Group Member to the
Borrower for the purpose for servicing any payment obligation of the Borrower under any Finance Document;



 


		(x)	any transaction permitted under Clause 20.21 (Share capital); or



 


		(xi)	any Financial Indebtedness incurred by any Onshore Group Member, provided that the outstanding
principal amount of any and all such Financial Indebtedness falling under this paragraph (b)(xi) (when aggregated with the outstanding
principal amount of any other Financial Indebtedness falling within paragraphs (b)(ii) and (b)(vi) above and the value of any Treasury
Transaction permitted under paragraph (b) of Clause 20.24 (Treasury Transaction)) does not exceed RMB250,000,000 (or its
equivalent in other currencies) at any time; or



 


		(xii)	any Financial Indebtedness incurred with the prior consent of the Agent (acting
on the instructions of the Majority Lenders).



 


		20.14	Taxation 



 


		(a)	Each Obligor shall (and the Borrower shall ensure that each Obligor will) pay
and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties.






    62


     

    

		(b)	No Obligor may (and the Borrower shall ensure that no Obligor will) change
its residence for Tax purposes.



 


		20.15	Preservation of assets 



 


Each Obligor shall (and the
Borrower shall ensure that each Obligor will) maintain in good working order and condition (ordinary wear and tear excepted) all
of its assets necessary in the conduct of its business.


 


		20.16	Arm’s length basis 



 


No Obligor shall (and the Borrower
shall ensure that no Obligor will) enter into any transaction with any person (other than another Group Member) except on arm’s
length terms (or terms more favourable to such Obligor).


 


		20.17	Constitutional documents and Shareholder Documents 



 


		(a)	No Obligor shall amend, vary, novate, supplement, superseded, waive or terminate
(or agree to amend, vary, novate, supplement, supersede, waive or terminate) any of the Constitutional Documents of any Obligor
or any of the Shareholder Documents, except:



 


		(i)	for any amendment to such Constitutional Documents or Shareholder Documents
which:



 


		(A)	does not relate to the ranking or priority of any claim of any holder of Equity Interest in Cayman
Yisheng against Cayman Yisheng or any creditor of Cayman Yisheng;



 


		(B)	does not relate to any redemption or similar right of any holder of Equity
Interest in Cayman Yisheng;



 


		(C)	does not relate to any right to repurchase any Equity Interest of Cayman Yisheng
by Cayman Yisheng;



 


		(D)	does not have the effect of accelerating the deadline for the IPO; or



 


		(E)	is not and could not reasonably be expected to be materially adverse to the
interests of the Finance Parties;



 


		(ii)	after the occurrence of the IPO, termination of any terms of the Shareholder
Documents which are not permitted by applicable laws, regulations or listing rules to survive the IPO; or



 


		(iii)	with the prior written consent of the Agent (acting on the instructions of
the Majority Lenders).



 


		(b)	Each Obligor shall promptly supply to the Agent a copy of any amendment, variation,
novation, supplement, superseding, waiver or termination of or to any Constitutional Document of any Obligor and any Shareholder
Document.



 


		20.18	Group distributions 



 


Each Obligor shall (and each
Obligor shall procure that each Group Member will) ensure that no restrictions shall arise or subsist with respect to the ability
of any Group Member (other than Cayman Yisheng) to declare, make or pay any dividends
or other distributions to its shareholder, except for any restriction contained in any Finance Document.



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		20.19	Dividends and share redemption 



 


		(a)	No Obligor (other than the PRC Guarantors) shall:



 


		(i)	declare, make or pay any dividend, charge, fee or other distribution (or interest
on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or
any class of its share capital);



 


		(ii)	repay or distribute any dividend or share premium reserve;



 


		(iii)	pay any management, advisory or other fee to or to the order of any Transaction Obligor or any
of its Affiliates (other than a Guarantor (excluding Cayman Yisheng)); or



 


		(iv)	redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (excluding
any Redemption Event provided that the provisions of Clause 7.6 (Mandatory prepayment – Redemption Event)
are complied with).



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	the repurchase of the ordinary shares of Cayman Yisheng issued pursuant to
any share incentive or similar scheme, in the event of a termination of employment or consulting relationship with Cayman Yisheng;



 


		(ii)	after the occurrence of the IPO, any payment of dividend made by a Guarantor
to its direct Holding Company;



 


		(iii)	the payment of any management or advisory fee to any Affiliate of an Obligor
on arm’s length terms in respect of bona fide commercial transactions entered into in the ordinary course of trading
of such Obligor, provided that the aggregate amount of all fees permitted under this paragraph (iii) does not exceed RMB3,000,000
(or its equivalent) in any Financial Year; or



 


		(iv)	any payment or act made or done with the prior written consent of the Agent
(acting on the instructions of the Majority Lenders).



 


		20.20	Insurance 



 


		(a)	Each Obligor shall (and the Borrower shall ensure that each Group Member will):



 


		(i)	maintain:



 


		(A)	clinical trial insurance and product liability insurances;



 


		(B)	any insurance which is required to be maintained by any Applicable Law;



 


		(C)	any insurance on and in relation to its business and assets in each case against
those risks which are material to the business and operations of the Group, provided that such insurance is available in the applicable
jurisdiction(s) at costs which is customary for companies with similar nature and scale of the business and operations of such
Obligor; and




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		(D)	such other insurances on and in relation to its business and assets in each
case against those risks to the extent as is usual for companies carrying on the same or substantially similar business in the
applicable jurisdiction(s); and



 


		(ii)	not do or permit anything, or fail to disclose or to make any representation,
which would make any such insurance policy void or voidable.



 


		(b)	Each Obligor shall ensure that all insurances must be with reputable independent
insurance companies or underwriters.



 


		20.21	Share capital 



 


No Obligor shall issue any Equity
Interest without the prior consent of the Agent (acting on the instructions of the Majority Lenders), except for:


 


		(a)	any issuance of Equity Interest by Cayman Yisheng, provided that:



 


		(i)	such issuance will not result in or give rise to a Change of Control;



 


		(ii)	the claims of any holder of such Equity Interest will not rank ahead of any
Guaranteed Liability; or



 


		(iii)	any issuance of redeemable shares which do not contain a fixed date for redemption
which falls prior to the Final Repayment Date;



 


		(b)	any Subordinated Debt issued by Cayman Yisheng, provided that such issuance
will not result in or give rise to a Change of Control; or



 


		(c)	in the case of any Group Member other than Cayman Yisheng, any issuance of
ordinary share or equity interest to its direct Holding Company.



 


		20.22	Access 



 


Each Obligor shall, and the Borrower
shall ensure that each Group Member will, permit the Agent and/or accountants or other professional advisers and contractors of
the Agent free access (for no more than once per year unless an Event of Default is continuing) at reasonable times and on reasonable
notice at the risk and cost of the Obligors to (a) the premises, assets, books, accounts and records of each Group Member and (b)
meet and discuss matters with senior management of each Group Member.


 


		20.23	Intellectual Property 



 


Each Obligor shall (and the Borrower
shall procure that each Group Member will):


 


		(a)	preserve and maintain the subsistence and validity of the Intellectual Property
which is material in the context of the business of the Group;



 


		(b)	use reasonable endeavours to prevent any infringement by third parties in any
material respect of any such Intellectual Property;



 


		(c)	make registrations and pay all registration fees and taxes necessary to maintain such Intellectual
Property in full force and effect and record its interest in such Intellectual Property;





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		(d)	not use or permit any such Intellectual Property to be used in a way or take
any step or omit to take any step in respect of any such Intellectual Property which may materially and adversely affect the existence
or value of any Intellectual Property or limit, restrict or prohibit the right of any Group Member to use such property; and



 


		(e)	not discontinue the use of any such Intellectual Property in any manner which
would result in the abandonment or relinquishment of the right of any Group Member to use or enforce the Intellectual Property.



 


		20.24	Treasury Transactions 



 


No Obligor shall (and the Borrower
will procure that no Group Member will) enter into any Treasury Transaction other than:


 


		(a)	spot and forward delivery foreign exchange contracts entered into in the ordinary
course of business and not for speculative purposes; and



 


		(b)	any Treasury Transaction entered into for the hedging of actual or projected
real exposures arising in the ordinary course of trading activities of a Group Member and not for speculative purposes, provided
that the aggregate value of all such Treasury Transaction, when aggregated with the outstanding principal amount of all Financial
Indebtedness permitted under paragraph (b)(xi) of Clause 20.13 (Financial indebtedness), does not exceed RMB250,000,000
(or its equivalent in other currencies) at any time.



 


		20.25	Sanctions 



 


		(a)	No Obligor will (and the Borrower shall ensure that no Transaction Obligor
will) violate any Sanctions or engage in any activity or conduct which could result in any violation of any Sanctions;



 


		(b)	Without limiting the generality of paragraph (a) above, no Obligor will (and
the Borrower shall ensure that no Transaction Obligor will), nor permit or authorise any other person to, directly or indirectly
use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint
venture partner or other person:



 


		(i)	to fund or facilitate any activities or business of or with any person, or in any country or territory,
that, at the time of such funding or facilitation, is, or whose government is:



 


		(A)	the subject of any Sanctions; or



 


		(B)	located, organised or resident in a country or territory that is, or whose government is, the target
or subject of comprehensive Sanctions, including, without limitation, currently, the Crimea region, Cuba, Iran, North Korea, Sudan
and Syria;



 


		(ii)	involving or for the benefit of any Restricted Party; or



 


		(iii)	in any other manner that would or would reasonably be expected to result in
a violation of any Sanctions by any person (including any person participating in the Loan, whether as obligor, lender, underwriter,
advisor, investor or otherwise).






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		20.26	Anti-Corruption, Anti-Terrorism and Anti-Money Laundering 



 


		(a)	Each Obligor shall (and shall procure that each Transaction Obligor will) comply
with the Anti-Corruption Law, Anti-Terrorism Law and Anti-Money Laundering Law.



 


		(b)	Without limiting the generality of paragraph (a) above, no part of the proceeds
of the Loan will be used, directly or indirectly, for any payment that could constitute a violation of any Anti-Corruption Law,
any Anti-Terrorism Law or any Anti-Money Laundering Law.



 


		(c)	Each Obligor shall (and shall procure that each Transaction Obligor will) continue to institute
and maintain systems, controls, policies and procedures designed to prevent bribery and corruption by any director, officer and
employee of any Transaction Obligor and ensure compliance by the Group and by persons associated with the Group with all the Anti-Corruption Law, Anti-Money Laundering Law and Anti-Terrorism Law.



 


		20.27	Holding companies 



 


		(a)	At any time prior to the IPO, Cayman Yisheng shall not trade, carry on any
business, own any material assets or incur any material liabilities, indebtedness or commitments (whether actual or contingent)
except for:



 


		(i)	any transaction permitted under Clauses 20.5 (Disposal), 20.10 (Acquisitions
and Joint Ventures), 20.19 (Dividends and share redemption) and 20.21 (Share capital);



 


		(ii)	activities in connection with the IPO;



 


		(iii)	the provision and purchase of management, legal, accounting and administrative
services (excluding treasury services) to its Subsidiary of a type customarily provided by a Holding Company to its Subsidiaries;



 


		(iv)	ownership of shares in its Subsidiaries and Intellectual Property rights;



 


		(v)	ownership of credit balances in bank account;



 


		(vi)	any rights and obligations (including any performance or enforcement thereof) under the Finance
Documents to which it is a party;



 


		(vii)	incurring any liabilities for Taxes, professional fees and administration costs
in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course
of its business as a Holding Company;



 


		(viii)	administrative activities necessary to maintain tax status in its jurisdiction of incorporation
and making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes;



 


		(ix)	activities in connection with any litigation or court or other proceedings
that are in each case being contested by it in good faith;



 


		(x)	incurring liabilities arising by operation of law in the ordinary course of
business as a holding company consistent with the other paragraphs of this definition;





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		(xi)	the incurrence of any Financial Indebtedness permitted to be incurred by it
under this Agreement; and



 


		(xii)	the grant of any Security, guarantee, indemnity or loan permitted to be granted
by it under this Agreement.



 


		(b)	The Borrower shall not trade, carry on any business, own any material assets
or incur any material liabilities, indebtedness or commitments (whether actual or contingent) except for:



 


		(i)	any transaction permitted under Clauses 20.5 (Disposal), 20.10 (Acquisitions
and Joint Ventures), 20.19 (Dividends and share redemption) and 20.21 (Share capital);



 


		(ii)	the provision and purchase of management, legal, accounting and administrative
services (excluding treasury services) to its Subsidiary of a type customarily provided by a Holding Company to its Subsidiaries;



 


		(iii)	ownership of shares in its Subsidiaries and Intellectual Property rights;



 


		(iv)	ownership of credit balances in bank account;



 


		(v)	any rights and obligations (including any performance or enforcement thereof)
under the Finance Documents to which it is a party;



 


		(vi)	incurring any liabilities for Taxes, professional fees and administration costs
in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course
of its business as a Holding Company;



 


		(vii)	administrative activities necessary to maintain tax status in its jurisdiction of incorporation
and making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes;



 


		(viii)	activities in connection with any litigation or court or other proceedings
that are in each case being contested by it in good faith;



 


		(ix)	incurring liabilities arising by operation of law in the ordinary course of
business as a holding company consistent with the other paragraphs of this definition;



 


		(x)	the incurrence of any Financial Indebtedness permitted to be incurred by it
under this Agreement; and



 


		(xi)	the grant of any Security, guarantee, indemnity or loan permitted to be granted
by it under this Agreement.



 


		(c)	No Obligor shall hold or beneficially own any Equity Interest in any person, other than:



 


		(i)	the ownership of shares in a Guarantor;



 


		(ii)	the ownership of equity interest in a PRC Guarantor; and



 


		(iii)	the ownership of any Equity Interest in any Permitted Joint Venture Investment.




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		(d)	Each of Cayman Yisheng (prior to the occurrence of the IPO) and the Borrower
(at all times) shall ensure that it does not have more than ten (10) employees (which, for the avoidance of doubt, do not include
any director or external advisor) at any time.



 


		20.28	Pensions 



 


		(a)	Each Obligor shall ensure that all pension schemes and social security arrangements
operated by or maintained for the benefit of any Group Member and/or any of their employees are full funded or paid up in accordance
with applicable laws and regulations and that no action or omission is taken by any Group Member in relation to such a pension
scheme or social security arrangement which has or is reasonably likely to have a Material Adverse Effect (including, the termination
or commencement of winding-up proceedings of any such pension scheme or social security arrangement).



 


		(b)	Each Obligor shall promptly notify the Agent of any investigation or proposed
investigation by any Governmental Agency in respect of any pension scheme or social security arrangement referred to in paragraph
(a) above.



 


		20.29	Onshore collateral 



 


Each Original PRC Guarantor
shall (and each Obligor shall ensure that each Original PRC Guarantor will), at the request of the Agent (acting on the instructions
of the Majority Lenders) that is provided within nine (9) Months after the Utilisation Date, refinance (as soon as reasonably practicable)
all or any part of its Existing Financial Indebtedness in the PRC (each an “Existing Onshore Debt”) and create
Security over its real property (which constitutes Security for such Existing Financial Indebtedness) in favour of the creditor(s)
who are introduced by one or more Lenders, which may or may not be an Affiliate of a Lender (each a “Refinancing Lender”)
to provide such refinancing (each an “Onshore Refinancing Debt”), provided that:


 


		(a)	the pricing terms offered by the Refinancing Lender(s) to refinance an Existing Onshore Debt are
no less favourable to the relevant PRC Guarantor than market terms and the terms of such Existing Onshore Debt;



 


		(b)	the relevant Original PRC Guarantor shall effect or procure the registration
and perfection of the Security securing such Onshore Refinancing Debt in accordance with the terms of such Onshore Refinancing
Debt; and



 


		(c)	for the avoidance of doubt, no Obligor shall be considered to be in breach
of its obligations under this Clause 20.29, to the extent any failure or delay in achieving such refinancing or completion of such
registration or perfection requirement is caused by a Refinancing Lender.



 


		20.30	SAFE Registrations 



 


		(a)	Each PRC Guarantor shall (and the Borrower shall ensure that each PRC Guarantor
will):



 


		(i)	promptly (and in any event within 15 PRC Business Days after the date of the PRC Guarantee to which
it is a party) and duly submit all relevant forms and other documents to SAFE for the purposes for NBWD registration of such PRC
Guarantee with SAFE;



 


		(ii)	use its best efforts to complete such NBWD registration with SAFE (provided
that there shall be no obligation to continue to pursue such registration if the application for such registration
is not accepted by SAFE or such NBWD registration is not completed within 180 days after the date of such PRC Guarantee notwithstanding
the use of best efforts); and





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		(iii)	promptly after it becomes available (and in any event, within 5 PRC Business
Days upon receipt), deliver to the Lender a copy of the NBWD registration certificate issued by SAFE (stamped with the official
seal of SAFE) or any other evidence (in form and substance satisfactory to the Lender) evidencing the completion of the NBWD registration
of such PRC Guarantee.



 


		(b)	In the event where the NBWD registration of a PRC Guarantee has been successfully completed and:



 


		(i)	any term of this Agreement or the PRC Guarantee is amended, varied, supplemented or restated (each
a “Material Change”); and



 


		(ii)	if such Material Change is required under any PRC law or regulations or the applicable regulations
promulgated by SAFE to be registered with SAFE,



 


each PRC Guarantor shall use its best efforts to:


 


		(A)	promptly after the date of any Material Change (and in any event within 15
PRC Business Days after the date of such Material Change), duly apply for registration of such Material Change with SAFE;



 


		(B)	use its best efforts to complete such registration with SAFE (provided that there shall be no obligation
to continue to pursue such registration if the application for such registration is not accepted by SAFE or such NBWD registration
is not completed within 180 days after the date of such Material Change notwithstanding the use of best efforts); and



 


		(C)	promptly after it becomes available (and in any event within 5 PRC Business
Days upon receipt), deliver to the Lender a copy of the NBWD registration certificate issued by SAFE (stamped with the official
seal of SAFE) evidencing the completion of the registration of such Material Change or such other evidence (in form and substance
satisfactory to the Lender) showing that the registration with SAFE has been obtained.



 


		20.31	Further assurance 



 


Each Obligor shall (and the
Borrower shall procure that each Transaction Obligor will) take all such action (including making all filings and registrations)
as may be necessary or as the Agent may specify for the purpose of complying with all and any laws and regulations applicable to
the transactions contemplated under the Finance Documents.


 


21.       SUBORDINATION


 


		21.1	Definitions 



 


In this Clause 21 (Subordination):


 


“Insolvency
Event” means, in relation to any Subordinated Debtor:


 


		(a)	any resolution is passed or order made for the winding up, dissolution, administration
or reorganisation of that Subordinated Debtor or a moratorium is declared in relation to any indebtedness of that Subordinated
Debtor;





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		(b)	any composition, compromise, assignment or arrangement is made with any of
its creditors;



 


		(c)	the appointment of any Insolvency Representative in respect of that Subordinated Debtor or any
of its assets; or



 


		(d)	any analogous procedure or step is taken in any jurisdiction.



 


“Insolvency Representative”
means any liquidator, receiver, receiver and manager, administrative receiver, administrator, judicial manager, compulsory manager
or similar officer in any jurisdiction.


 


“Subordinated Creditor”
means any Obligor who is a creditor of any Permitted Intra-group Loan.


 


“Subordinated Debtor” means any
Obligor who is a debtor of any Permitted Intra-group Loan.


 


“Subordinated Liabilities”
means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally as
principal or surety or in any other capacity whatsoever, and whether incurred originally by that Subordinated Debtor or by some
other person) of any Subordinated Debtor to any Subordinated Creditor in connection with any Permitted Intra-group Loan, whether
or not matured and whether or not liquidated.


 


		21.2	Ranking and priority 



 


Unless expressly provided to
the contrary in this Agreement, the Guaranteed Liabilities and the Subordinated Liabilities shall rank in right and priority of
payment in the following order:


 


		First	the Guaranteed Liabilities; and



 


		Secondly	the Subordinated Liabilities.



 


This Clause 21 (Subordination) does not purport
to rank any of the Subordinated Liabilities as among any Subordinated Creditor.


 


		21.3	Undertakings 



 


Prior to the Discharge Date,
except as the Agent has previously agreed in writing or to the extent permitted by paragraph (c) of Clause 21.7 (Subordination
on Insolvency):


 


		(a)	no Subordinated Debtor will pay, or make any distribution in respect of, or on account of, or purchase,
redeem or acquire any of the Subordinated Liabilities in cash or in kind;



 


		(b)	no Subordinated Creditor will demand or receive payment of, or any distribution
in respect of, or on account of any Subordinated Liabilities in cash or in kind or apply any money or property in or towards discharge
of any Subordinated Liabilities;



 


		(c)	no Subordinated Creditor will discharge any of the Subordinated Liabilities
by set-off, any right of combination of accounts or otherwise; and




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		(d)	no Subordinated Creditor or Subordinated Debtor will take or fail to take any
action (including exercising the powers of convening meetings, voting and representation in respect of the Subordinated Liabilities)
whereby the ranking and/or subordination provided for in this Clause 21 (Subordination) might be terminated, impaired or
adversely affected (as to which a certificate of the Agent acting in good faith shall be conclusive).



 


		21.4	Variations 



 


Until the Discharge Date, no
Subordinated Debtor or Subordinated Creditor will vary the terms of any Subordinated Loan except:


 


		(a)	any procedural, administrative or other similar change; or



 


		(b)	in writing in a way which might not adversely affect the interests of the Finance
Parties or the ranking and/or subordination arrangements provided for in this Agreement (as to which the Agent acting in good faith
shall on request provide a certificate to that Subordinated Debtor or Subordinated Creditor, which will be conclusive evidence
of such effect on the ranking and/or subordination arrangements).



 


		21.5	Turnover - recoveries 



 


If prior to the Discharge Date
any Subordinated Creditor receives or recovers a payment or distribution in cash or in kind (including by way of set-off, combination
of accounts or otherwise):


 


		(a)	of, or on account of, any of the Subordinated Liabilities; or



 


		(b)	from (or on behalf of) any Subordinated Debtor on account of the purchase,
redemption or acquisition of any of the Subordinated Liabilities; or



 


		(c)	as a result of any legal proceedings against any Subordinated Debtor in respect
of any Subordinated Liabilities,



 


then, the receiving or recovering Subordinated Creditor
will promptly notify the Agent of that event and will promptly on demand pay to the Agent an amount equal to the lesser of:


 


		(i)	the outstanding aggregate balance of the Guaranteed Liabilities; and



 


		(ii)	the amount of such payment or distribution,



 


and pending such payment the amount received or recovered
(or if less, an amount equal to the outstanding aggregate balance of the Guaranteed Liabilities) shall be held on trust for the
Agent.


 


		21.6	Trust failure 



 


If the trust referred to in
Clause 21.5 (Turnover - recoveries) fails or cannot be given effect to, each relevant Subordinated Creditor will pay an
amount equal to any such payment or distribution actually received by it (and deliver securities or property distributed to it
or any of them) to the Agent.


 


		21.7	Subordination on insolvency 



 


		(a)	Notwithstanding any term of any Finance Document, the provisions of this Clause
21.7 shall apply if, prior to the Discharge Date, an Insolvency Event occurs.




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		(b)	The Subordinated Liabilities owed by a Subordinated Debtor in respect of which
the Insolvency Event has occurred (the “Insolvent Company”) will be subordinated in right of payment to the
Guaranteed Liabilities owed by that Insolvent Company.



 


		(c)	Until the Discharge Date and with notice to the relevant Subordinated Creditor(s),
as applicable, the Agent may, and is irrevocably authorised by each of the Subordinated Creditors to:



 


		(i)	demand, sue, claim, enforce and prove for any Subordinated Loan due and payable
by the Insolvent Company;



 


		(ii)	file claims and proofs, give receipts and take such other proceedings and do all such things as
the Agent considers reasonably necessary or advisable to recover any Permitted Intra-group Loan owed by the Insolvent Company and
for the enforcement of this Agreement and the priorities referred to in this Agreement; and



 


		(iii)	receive all payments and distributions on or on account of any Permitted Intra-group
Loan owed by the Insolvent Company.



 


		(d)	If the Agent is not entitled or does not wish to do or take any of the actions
referred to in paragraph (c) above, the Subordinated Creditors will each do so promptly as and when requested by the Agent from
time to time.



 


		(e)	Prior to the Discharge Date, the Agent may exercise all powers of convening
meetings, voting and representation in respect of the Subordinated Liabilities owed by the Insolvent Company and each Subordinated
Creditor will provide all forms of proxy and of representation requested by the Agent for that purpose.



 


		(f)	If the Agent is not entitled or does not wish to exercise a power conferred by paragraph (e) above, each Subordinated
Creditor will exercise such power as the Agent may from time to time direct.



 


		(g)	Prior to the Discharge Date, each Subordinated Creditor will, promptly on demand
by the Agent, pay an amount equal to the amount of all payments or distributions of or in respect of any Subordinated Loan in cash
or in kind received by or on behalf of it from any Insolvent Company (or any Insolvency Representative of it or its assets) to
the Agent. Pending such application the Agent will hold such payment on trust for the beneficiaries entitled to it.



 


		(h)	Until the Discharge Date, the Insolvency Representative of any Insolvent Company
is authorised and directed to apply distributions on the Subordinated Debt direct to the Agent.



 


		(i)	Prior to the Discharge Date, the Subordinated Creditors will give all such
notices and do all such things as the Agent may reasonably request to give effect to this Clause 21.7.



 


		21.8	Restrictions on enforcement 



 


Subject to Clause 21.7 (Subordination
on Insolvency), until the Discharge Date, none of the Subordinated Creditors will:


 


		(a)	accelerate or make demand for any of the Subordinated Liabilities or otherwise
declare any of the Subordinated Liabilities prematurely due or payable, other than a demand made by a Subordinated Creditor
in relation to any Subordinated Liabilities which are on-demand liabilities, to the extent that the demand is made in the ordinary
course of dealings between the relevant Subordinated Debtor and Subordinated Creditor;




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		(b)	enforce any Subordinated Loan by attachment, set-off, execution or otherwise;



 


		(c)	appoint or require the appointment of an Insolvency Representative to any Group
Member or over the assets of any Group Member;



 


		(d)	petition for, initiate or vote in favour of any resolution or take any other
action or steps whatsoever for, or with a view to or which may lead to an Insolvency Event occurring; or



 


		(e)	commence, or threaten to commence or support, any legal action or proceedings
against any Group Member.



 


		21.9	Variations and no objection 



 


		(a)	If any variation is agreed by the Finance Parties in relation to any Finance Document, that variation
shall, until the Discharge Date, be binding on each Obligor, who shall each be deemed to have given or made at the same time a
corresponding variation in equivalent terms under any Permitted Intra-group Loan and no Obligor shall be entitled to object to
such variation.



 


		(b)	No Obligor or any Group Member shall have any claim or remedy against any Finance Party by reason
of any transaction entered into between that Finance Party and an Obligor or a Group Member or any requirement or condition imposed
by or on behalf of that Finance Party on any Obligor or any Group Member which breaches any document relating to any Permitted
Intra-group Loan.



 


		21.10	Co-operation 



 


Each Obligor will take all reasonable
and necessary steps and will co-operate with the Finance Parties so as to ensure that the intentions as to priorities set out in
this Clause 21 are reflected and recorded in any registry or register or with any filing or registration authority in any jurisdiction,
and if reasonably required by the Agent, that third parties are informed of such priorities.


 


		21.11	Position of the Obligors 



 


No Obligor shall have any right
against any Finance Party under this Clause 21 and none of the undertakings in this Clause 21 are given (or shall be deemed to
be given) to, or for the benefit of, the Obligors or are enforceable by any of them.


 


		21.12	Continuing subordination 



 


The subordination and priority
provisions in this Clause 21 constitute a continuing subordination and priority and benefit to the ultimate balance of the Guaranteed
Liabilities regardless of any intermediate payment or discharge of any such Guaranteed Liabilities in whole or in part.






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		21.13	Waiver of defence 



 


The obligations of
each Obligor under this Clause 21 will not be affected by any act, omission, matter or thing which, but for this Clause 21, would
reduce, release or prejudice the subordination or any of those obligations in whole or in part (without limitation and whether
or not known to it or any Finance Party), including:


 


		(a)	any time, waiver or consent granted to, or composition with, any Transaction
Obligor or other person;



 


		(b)	the release of any other Transaction Obligor or any other person under the
terms of any composition or arrangement with any creditor of any Transaction Obligor or Group Member;



 


		(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Transaction Obligor or
other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any
failure to realise the full value of any security;



 


		(d)	any incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of a Transaction Obligor or any other person;



 


		(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change
in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document
or other document or security;



 


		(f)	any unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document or any other document or security;



 


		(g)	any insolvency or similar proceedings; or



 


		(h)	this Agreement or any other Finance Document not being executed by or binding
upon any other party.



 


		21.14	Appropriations 



 


Until the Discharge Date and
without prejudice to Clause 16.6 (Appropriations), each Finance Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain from applying or enforcing any other moneys, security or rights held
or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the
same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Obligor shall be entitled to the
benefit of the same; and



 


		(b)	hold in a non-interest bearing suspense account any moneys received from any
Obligor or on account of any Obligor’s liability under this Clause 21.



 


		21.15	Preservation of debt 



 


Notwithstanding any term of this
Clause 21 postponing, subordinating or preventing the payment of any of the Permitted Intra-group Loan, as between Obligors, the
Permitted Intra-group Loan shall remain owing or payable (and interest or default interest shall continue to accrue) in accordance
with the terms of such Permitted Intra-group Loan.






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		21.16	Power of attorney



 



		(a)	Each Obligor hereby irrevocably appoints (to the extent it is legally able
to do so) the Agent as its attorney (with full power to appoint delegates and substitutes) to do anything which it:



 


		(i)	has authorised the Agent to do on its behalf under this Clause 21; or



 


		(ii)	is required and is legally able to do by this Clause 21 but has failed to do so.



 


		(b)	Each Obligor undertakes to the Agent that, promptly upon request, it will ratify and confirm all
actions taken by the Agent (or any of its substitutes or delegates) in the proper exercise of the power of attorney granted under
Clause 21.16 (Power of attorney) in favour of the Agent.



 


		21.17	Permitted Junior Debt 



 


Each Obligor shall ensure that:


 


		(a)	all Permitted Junior Debt is subordinated to the Guaranteed Liabilities in
substantially the same terms as this Clause 21 pursuant to a Subordination Deed; and



 


		(b)	the entry into the relevant Subordination Deed is made on or before the incurrence
the relevant Permitted Junior Debt.



 


		21.18	Further assurance (Subordination) 



 


Each Obligor shall do all
such things and execute all such documents as the Agent may require to ensure that the provisions of this Clause 21 as to the relative
ranking of priorities and subordination as between the Finance Parties and the Obligors shall be given effect to in all relevant
jurisdictions and to otherwise give effect to the terms of this Clause 21.


 


		22.	EVENTS OF DEFAULT 



 


Each of the events or circumstances
set out in the following sub-clauses of this Clause 22 (other than 22.18 (Acceleration)) is an Event of Default.


 


		22.1	Non-payment 



 


A Transaction Obligor does
not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed
to be payable unless:


 


		(a)	its failure to pay is caused by:



 


		(i)	administrative or technical error; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within three (3) Business Days of its due date.



 


		22.2	Financial covenants and other obligations 



 


		(a)	Any requirement of Clause 19 (Financial covenants) is not satisfied (subject, in the case
of paragraph (a)(ii) or (b)(ii) of Clause 19.1 (Financial covenants), to Clause 19.3 (Cure of Total Debt to Net Sales)).



 


		(b)	An Obligor does not comply with the provision of Clause 20.4 (Negative pledge),
Clause 20.5 (Disposals), Clause 20.11 (Loans or credit), Clause 20.12 (Guarantees or indemnities), Clause 20.13 (Financial Indebtedness)
and/or Clause 20.30 (SAFE Registration).





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		(c)	A Transaction Obligor does not comply with any provision of the Royalty Deed.



 


		22.3	Other obligations 



 


		(a)	A Transaction Obligor does not comply with any provision of the Finance Documents
(other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants and other obligations)).



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within ten (10) Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) any
Transaction Obligor becoming aware of the failure to comply.



 


		22.4	Misrepresentation 



 


		(a)	Any representation or statement made or deemed to be made by a Transaction
Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection
with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.



 


		(b)	No Event of Default under paragraph (a) above will occur if events or circumstances
giving rise to the misrepresentation or mis-statement are capable of remedy and are remedied within ten (10) Business Days of the
earlier of (i) the Agent giving notice to the Borrower and (ii) any Transaction Obligor becoming aware of such misrepresentation
or mis-statement.



 


		22.5	Cross default 



 


		(a)	Any Financial Indebtedness of any Transaction Obligor or Group Member is not
paid when due nor within any originally applicable grace period.



 


		(b)	Any Financial Indebtedness of any Transaction Obligor or Group Member is declared
to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).



 


		(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor or
Group Member is cancelled or suspended by a creditor of any Transaction Obligor or Group Member as a result of an event of default
(however described).



 


		(d)	Any creditor of any Transaction Obligor or Group Member becomes entitled to
declare any Financial Indebtedness of any Transaction Obligor or Group Member due and payable prior to its specified maturity as
a result of an event of default (however described).



 


		(e)	No Event of Default will occur under this Clause 22.5 if the aggregate amount
of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$1,000,000
(or its equivalent in any other currency or currencies).








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		22.6	Insolvency 



 


		(a)	A Transaction Obligor or a Group Member is or is presumed or deemed to be unable
or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its
capacity as such) with a view to rescheduling any of its indebtedness.



 


		(b)	The value of the assets of the Group taken as a whole is less than its liabilities
(taking into account contingent and prospective liabilities but excluding (i) any outstanding current liabilities and non-current
liabilities related to convertible or redeemable preferred shares and (ii) fair value changes of convertible or redeemable preferred
shares).



 


		(c)	A moratorium is declared in respect of any indebtedness of any Transaction
Obligor or Group Member.



 


		22.7	Insolvency proceedings 



 


		(a)	Any corporate action, legal proceedings or other procedure or step is taken
in relation to:



 


		(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,
administration, provisional supervision, judicial management or reorganisation (by way of voluntary arrangement, scheme of arrangement
or otherwise) of any Transaction Obligor or Group Member;



 


		(ii)	a composition or arrangement with any creditor of any Transaction Obligor or
Group Member, or an assignment for the benefit of creditors generally of any Transaction Obligor or Group Member or a class of
such creditors;



 


		(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager,
provisional supervisor, judicial manager or other similar officer in respect of any Transaction Obligor or Group Member or any
of their assets; or



 


		(iv)	enforcement of any Security over any assets of any Transaction Obligor or Group
Member having an aggregate value of no less than US$1,000,000 (or its equivalent in any other currency or currencies),



 


or any analogous procedure or step is taken in any
jurisdiction.


 


		(b)	Clause 22.7(i) shall not apply to any winding-up petition which is frivolous
or vexatious and is discharged, stayed or dismissed within ten (10) Business Days of commencement.



 


		22.8	Creditors’ process 



 


Any expropriation, attachment,
sequestration, distress or execution affects any asset or assets of a Transaction Obligor or Group Member having an aggregate value
of no less than US$2,000,000 (or its equivalent in any other currency or currencies) and is not discharged within ten (10) Business
Days.


 


		22.9	Ownership of the Obligors 



 


		(a)	Cayman Yisheng ceases to directly, legally and beneficially own all of the
Equity Interests in each of US Yisheng, Singapore Yisheng and the Borrower.




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		(b)	Cayman Yisheng ceases to directly or indirectly beneficially own all of the
Equity Interests in each Guarantor (other than Cayman Yisheng).



 


		(c)	The Borrower ceases to directly, legally and beneficially own all of the Equity
Interests in each of Liaoning Yisheng and Beijing Yisheng.



 


		22.10	Unlawfulness and invalidity 



 


		(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations
under the Finance Documents.



 


		(b)	Any obligation or obligations of any Transaction Obligor under any Finance
Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually
or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents.



 


		(c)	Any Finance Document ceases to be in full force and effect or ceases to be
legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.



 


		22.11	Material Licences 



 


		(a)	Any Material Licence is terminated, cancelled, suspended or revoked (whether
wholly or in part).



 


		(b)	Any restrictions or conditions are imposed on any Material Licence for any
Included Products.



 


		(c)	Any restrictions or conditions are imposed on any Material Licence (except
for any Included Products) which has or is reasonably likely to have a Material Adverse Effect.



 


		(d)	Any Material Licence for any Included Products is modified or varied in any
way which has or is reasonably likely to have a negative impact on the Net Sales or EBITDA Margin.



 


		(e)	Any Material Licence (except for any Included Products) is modified or varied
in a way which has or is reasonably likely to have a Material Adverse Effect.



 


		(f)	Any Material Licence expires and is not renewed on substantially the same terms.



 


		22.12	Repudiation and rescission of agreements 



 


		(a)	A Transaction Obligor (or any other relevant party) rescinds or purports to
rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.



 


		(b)	Any party to the Shareholder Documents rescinds or purports to rescind or repudiates
or purports to repudiate any of the Shareholder Documents, which in the reasonable opinion of the Majority Lenders, has or is reasonably
likely to have a material adverse effect on the interest of any Finance Party under the Finance Documents.



 


		(c)	Any party to the Shareholder Documents is in default or breach of any of its obligations
                                                                                                   under the Shareholder Documents, or any representation or statement made or deemed to be made by any such party in the
                                                                                                   Shareholder Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be
                                                                                                   made, in each case which, in the reasonable
opinion of the Majority Lenders, has or is reasonably likely to have a material adverse effect on the interest of any Finance Party
under the Finance Documents.




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		22.13	Cessation of business 



 


Any Obligor suspends or ceases
to carry on all or a material part of its business or of the business of the Group taken as a whole, except for any suspension
of business of no more than ten (10) consecutive Business Days arising as a result of any Force Majeure Event.


 


		22.14	Audit qualification 



 


The auditor of Cayman Yisheng
qualifies any audited financial statements of Cayman Yisheng.


 


		22.15	Declared company 



 


An Obligor is declared by
the Minister for Finance of Singapore to be a company to which Part IX of the Companies Act applies.


 


		22.16	Litigation 



 


Any litigation,
arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened,
or any judgment or order of a court, arbitral body or agency is made, in relation to the Finance Documents or the transactions
contemplated in the Finance Documents or against any Transaction Obligor or Group Member or their assets (or against the directors
of any Transaction Obligor or Group Member) which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect.


 


		22.17	Material adverse change 



 


Any event or circumstance
occurs which has or is reasonably likely to have a Material Adverse Effect.


 


		22.18	Acceleration 



 


On and at any time after the
occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:


 


		(a)	without prejudice to the participations of any Lenders in the Loan then outstanding:



 


		(i)	cancel the Commitments (and reduce them to zero), whereupon they shall immediately
be cancelled (and reduced to zero); or



 


		(ii)	cancel any part of any Commitment (and reduce such Commitment accordingly), whereupon the relevant
part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly);



 


		(b)	declare that all or part of the Loan, together with accrued interest, and all
other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately
due and payable; and/or



 


		(c)	declare that all or part of the Loan be payable on demand, whereupon they shall immediately become
payable on demand by the Agent on the instructions of the Majority Lenders.




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SECTION 9


 


CHANGES TO PARTIES


 


		23.	CHANGES TO THE LENDERS 



 


		23.1	Assignments and transfers by the Lenders 



 


Subject to this Clause 23, a
Lender (the “Existing Lender”) may:


 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under the Finance Documents
to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the
purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).


 


		23.2	Conditions of assignment or transfer 



 


		(a)	The consent of the Borrower is required for any assignment or transfer by an
Existing Lender, unless the assignment or transfer is:



 


		(i)	to another Lender or an Affiliate of any Lender;



 


		(ii)	to a fund which is a Related Fund of that Existing Lender; or



 


		(iii)	made at a time when an Event of Default is continuing.



 


		(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably
withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has
requested it unless consent is expressly refused by the Borrower within that time.



 


		(c)	Notwithstanding paragraphs (a) and (b) above, no assignment or transfer may be made to a Competitor
without the consent of the Borrower (provided that any update to the list of Competitors shall not affect any assignment
or transfer entered into or contracted for prior to the date on which such update is approved by the Agent and not in anticipation
of such update).



 


		(d)	A transfer will be effective only if the procedure set out in Clause 23.4 (Procedure
for transfer) is complied with.



 


		(e)	An assignment will be effective only if the procedure and conditions set out
in Clause 23.5 (Procedure for assignment) are complied with.



 


		(f)	If:



 


		(i)	a Lender assigns or transfers any of its rights or obligations under the Finance
Documents or changes its Facility Office; and



 


		(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, the
Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11.2
(Tax Gross-Up), Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased Costs),





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then the New Lender or Lender
acting through its new Facility Office is not entitled to receive a payment under those Clauses to the extent such payment would
be greater than the payment that would have been made to the Existing Lender or Lender acting through its previous Facility Office
if the assignment, transfer or change had not occurred.


 


		23.3	Limitation of responsibility of Existing Lenders 



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation
or warranty and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents or any other documents;



 


		(ii)	the financial condition of any Transaction Obligor;



 


		(iii)	the performance and observance by any Transaction Obligor of its obligations
under the Finance Documents or any other documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection
with any Finance Document or any other document,



 


and any representations or warranties implied by
law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties
that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation
in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any
Finance Document; and



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness
of each Transaction Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or
any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights
and obligations assigned or transferred under this Clause 23; or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by any Transaction Obligor of its obligations under the Finance Documents or otherwise.



 


		23.4	Procedure for transfer 



 


		(a)	Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer)
a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate
delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably
practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.





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		(b)	The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender unless it is satisfied that it has completed all “know your customer” and other similar procedures
that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.



 


		(c)	Subject to Clause 23.11 (Pro-rata interest settlement) on the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
its rights and obligations under the Finance Documents each of the Transaction Obligors and the Existing Lender shall be released
from further obligations towards one another under the Finance Documents and their respective rights against one another under
the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);



 


		(ii)	each of the Transaction Obligors and the New Lender shall assume obligations towards one another
and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction
Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;



 


		(iii)	the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations
acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released
from further obligations to each other under the Finance Documents; and



 


		(iv)	the New Lender shall become a Party as a “Lender”.



 


		(d)	The procedure set out in this Clause 23.4 shall not apply to any right or obligation
under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto,
provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right
or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any
applicable restriction shall have been satisfied.



 


		23.5	Procedure for assignment 



 


		(a)	Subject to the conditions set out in paragraph (e) below and in Clause 23.2 (Conditions of assignment
or transfer), an assignment may be effected in accordance with paragraph (b) below when the Agent executes an otherwise duly
completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph
(e)(ii) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its
face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.



 


		(b)	The Agent shall not be obliged to execute an Assignment Agreement delivered
to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all “know your customer”
and other similar procedures that it is required (or deems desirable) to conduct in relation to the assignment to such New Lender.





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		(c)	Subject to Clause 23.11 (Pro-rata interest settlement) on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents
expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released by each Transaction Obligor and the other Finance Parties
from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release
in the Assignment Agreement; and



 


		(iii)	the New Lender shall become a Party as a “Lender” and will be bound
by obligations equivalent to the Relevant Obligations.



 


		(d)	Lenders may utilise procedures other than those set out in this Clause 23.5
to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless
in accordance with Clause 23.4 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations
owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply
with the conditions set out in paragraph (e) below.



 


		(e)	An assignment (whether pursuant to an Assignment Agreement or paragraph (d)
above) will only be effective on:



 


		(i)	receipt by the Agent (whether in an Assignment Agreement or otherwise) of written confirmation
from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the
other Finance Parties as it would have been under if it was an Original Lender; and



 


		(ii)	performance by the Agent of all necessary “know your customer” or other similar checks
under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall
promptly notify to the Existing Lender and the New Lender. The Agent shall not be obliged to execute an Assignment Agreement delivered
to it by an Existing Lender and the New Lender or any document delivered to it pursuant to paragraph (d) above unless it is satisfied
that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable)
to conduct in relation to the assignment to such New Lender.



 


		(f)	The procedure set out in this Clause 23.5 shall not apply to any right or obligation
under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto,
provide for or require a different means of assignment of such right or release or assumption of such obligation or prohibit or
restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall
not be applicable to the relevant assignment, release or assumption or each condition of any applicable restriction shall have
been satisfied.



 


		23.6	Copy of Transfer Certificate or Assignment Agreement to Borrower 



 


The Agent shall, as soon as reasonably
practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer
Certificate or Assignment Agreement.





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		23.7	Existing consents and waivers 



 


A New Lender shall be bound
by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any Finance Document
prior to the coming into effect of the relevant assignment or transfer to such New Lender.


 


		23.8	Exclusion of Agent’s liability 



 


In relation to any assignment
or transfer pursuant to this Clause 23, each Party acknowledges and agrees that the Agent shall not be obliged to enquire as to
the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.


 


		23.9	Sub-participation 



 


For the avoidance of doubt,
each Lender may grant sub-participations in respect of any or all of its rights and/or obligations under any Finance Document to
any person and no consent of any Transaction Obligor shall be required in respect of any such sub-participations.


 


		23.10	Security over Lenders’ rights 



 


In addition to the other rights
provided to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent from any Transaction Obligor,
at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its
rights under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal
reserve or central bank; and



 


		(b)	any charge, assignment or other Security granted to any holders (or trustee
or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,



 


except that no such charge, assignment or Security
shall:


 


		(i)	release a Lender from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents;
or



 


		(ii)	require any payments to be made by a Transaction Obligor other than or in excess of, or grant to
any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.



 


		23.11	Pro-rata interest settlement 



 


		(a)	If the Agent has notified the Lenders that it is able to distribute interest
payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause
23.4 (Procedure for transfer) or any assignment pursuant to Clause 23.5 (Procedure for assignment) the Transfer Date of which, in each case, is after
                                                                the date of such notification and is not on the last day
of an Interest Period):



 


		(i)	any interest or fees in respect of the relevant participation which are expressed
to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer
Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing
on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the
dates which falls at six Monthly intervals after the first
day of that Interest Period); and





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		(ii)	the rights assigned or transferred by the Existing Lender will not include
the right to the Accrued Amounts, so that, for the avoidance of doubt:



 


		(A)	when the Accrued Amounts become payable, those Accrued Amounts will be payable
to the Existing Lender;



 


		(B)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this Clause 23.11, have been payable to it on that date, but after deduction of the Accrued Amounts; and



 


		(C)	any amendment or waiver that has the effect of changing or which relates to the Accrued Amounts
or the date of payment of the Accrued Amounts shall not be made without the prior consent of the Existing Lender.



 


		(b)	An Existing Lender which retains the right to the Accrued Amounts pursuant
to this Clause 23.11 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether
the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other
vote of Lenders under the Finance Documents.



 


		24.	CHANGES TO THE OBLIGORS 



 


		24.1	Assignments and transfers by Obligors 



 


An Obligor may not assign or
transfer any of its rights or obligations under any Finance Document, except with the prior written consent of all the Lenders.


 


		24.2	Additional Guarantors and Additional PRC Guarantors 



 


		(a)	Subject to compliance with the provisions of paragraphs (c) and (d) of Clause
18.7 (“Know your customer” checks), in the event that any Obligor incorporates, establishes or acquires any
Subsidiary, the Borrower shall:



 


		(i)	promptly notify the Agent in writing; and



 


		(ii)	procure that each such Subsidiary shall within fifteen (15) Business Days accede to this Agreement
as an Additional Guarantor or (if such Subsidiary is incorporated or established under the laws of the PRC) an Additional PRC Guarantor
by delivering to the Agent a duly completed and executed Accession Letter (and in the case of an Additional PRC Guarantor, a PRC
Guarantee duly executed by the parties thereto), provided that the Agent has received all of the documents and other evidence listed
in Part II of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent, in relation to that Additional
Guarantor or Additional PRC Guarantor.



 


		(b)	Paragraph (a) above does not apply to any Joint Venture, to the extent permitted
by Clause 20.10 (Acquisitions and Joint Ventures).



 


		(c)	The Agent shall notify the Borrower and the Lenders promptly upon being so
satisfied under paragraph (a)(ii) above.




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		24.3	Repetition of Representations 



 


Delivery of an Accession Letter
constitutes confirmation by the relevant Additional Guarantor or Additional PRC Guarantor that the Repeating Representations are
true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.


 


		24.4	Resignation of a Guarantor or a PRC Guarantor 



 


		(a)	The Borrower may request that a Guarantor or a PRC Guarantor ceases to be a
Guarantor or a PRC Guarantor (as applicable) by delivering to the Agent a Resignation Letter.



 


		(b)	The Agent shall accept a Resignation Letter and notify the Borrower and the Lenders of its acceptance
if:



 


		(i)	no Default is continuing or would result from the acceptance of the Resignation
Letter (and the Borrower has confirmed this is the case); and



 


		(ii)	all the Lenders have consented to the Borrower’s request.



 


		25.	CONFIDENTIAL INFORMATION



 


		25.1	Confidentiality 



 


Each Finance Party agrees to
keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 25.2 (Disclosure
of Confidential Information) and Clause 25.3 (Disclosure to numbering service providers), and to ensure that all Confidential
Information is protected with security measures and a degree of care that would apply to its own confidential information.


 


		25.2	Disclosure of Confidential Information 



 


Any Finance Party may disclose:


 


		(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider
appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is made aware in writing
of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality
of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any
of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds,
Representatives and professional advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether
directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may
be made by reference to, one or more Finance Documents
and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional
advisers;






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		(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)
above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf
(including, without limitation, any person appointed under paragraph (a) of Clause 26.13 (Relationship with the other Finance
Parties));



 


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise
finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of
competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant
stock exchange or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or disputes;



 


		(vii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise
creates Security (or may do so) pursuant to Clause 23.9 (Security over Lenders’ rights);



 


		(viii)	who is a Party; or



 


		(ix)	with the consent of the Borrower;



 


in each case, such Confidential Information as that Finance
Party shall consider appropriate if:


 


		(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to
whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement
for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain
the confidentiality of the Confidential Information;



 


		(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be
given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information;



 


		(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be
price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it
is not practicable so to do in the circumstances;





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		(c)	to any person appointed by that Finance Party or by a person to whom paragraph
(b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents
including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential
Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this
paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement
substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers
or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;



 


		(d)	to any rating agency (including its professional advisers) such Confidential Information as may
be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents
and/or the Transaction Obligors.



 


		25.3	Disclosure to numbering service providers 



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed
by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more
Obligors the following information:



 


		(i)	names of the Transaction Obligors;



 


		(ii)	country of domicile of the Transaction Obligors;



 


		(iii)	place of incorporation of the Transaction Obligors;



 


		(iv)	the date of this Agreement;



 


		(v)	Clause 36 (Governing Law);



 


		(vi)	the name of the Agent;



 


		(vii)	the date of each amendment and restatement of this Agreement;



 


		(viii)	the amounts of, and names of, the Facility (and any tranches);



 


		(ix)	the amount of the Total Commitments;



 


		(x)	the currency of the Facility;



 


		(xi)	the type of Facility;



 


		(xii)	the ranking of the Facility;



 


		(xiii)	the Final Repayment Date;



 


		(xiv)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and



 


		(xv)	such other information agreed between such Finance Party and the Borrower,



 


to enable such numbering service provider to provide
its usual syndicated loan numbering identification services.





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		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility and/or any Transaction Obligors by a numbering service provider and the information associated with each such number may
be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.



 


		(c)	The Borrower represents that none of the information set out in paragraphs
(a)(i) to (a)(xv) above is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The Agent shall notify the Borrower and the other Finance Parties of:



 


		(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement,
the Facility and/or any Transaction Obligor; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the
Facility and/or any Transaction Obligor by such numbering service provider.



 


		25.4	Entire agreement 



 


This Clause 25.4 (Entire
agreement) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under
the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding
Confidential Information.


 


		25.5	Inside information 



 


Each of the Finance Parties
acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		25.6	Notification of disclosure 



 


Each of the Finance Parties
agrees (to the extent permitted by law and regulation) to inform the Borrower:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant
to paragraph (b)(v) of Clause 25.2 (Disclosure of Confidential Information) except where such disclosure is made to any
of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach
of this Clause 25.



 


		25.7	Continuing obligations 



 


The obligations in this Clause
25 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months
from the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection
with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.






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SECTION 10


 


THE FINANCE PARTIES


 


		26.	ROLE OF THE AGENT 



 


		26.1	Appointment of the Agent 



 


		(a)	Each of the other Finance Parties appoints the Agent to act as its agent under
and in connection with the Finance Documents.



 


		(b)	Each of the other Finance Parties authorises the Agent to exercise the rights, powers, authorities
and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions.



 


		26.2	Instructions 



 


		(a)	The Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all-Lender
decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
paragraph (i) above.



 


		(b)	The Agent shall be entitled to request instructions, or clarification of any
instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other
Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain
from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such
instructions or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Lender
or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions
given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding
on all Finance Parties.



 


		(d)	The Agent may refrain from acting in accordance with any instructions of any Lender or group of
Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in
extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which
it may incur in complying with those instructions.



 


		(e)	In the absence of instructions, the Agent may act (or refrain from acting)
as it considers to be in the best interest of the Lenders.





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		(f)	The Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.



 


		26.3	Duties of the Agent 



 


		(a)	The Agent’s duties under the Finance Documents are solely mechanical
and administrative in nature.



 


		(b)	Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy
of any document which is delivered to the Agent for that Party by any other Party.



 


		(c)	Without prejudice to Clause 23.6 (Copy of Transfer Certificate or Assignment
Agreement to Borrower), paragraph (a) above shall not apply to any Transfer Certificate or to any Assignment Agreement.



 


		(d)	Except where a Finance Document specifically provides otherwise, the Agent
is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(e)	If the Agent receives notice from a Party referring to this Agreement, describing
a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(f)	If the Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than to the Agent) under this Agreement it shall promptly notify the other Finance
Parties.



 


		(g)	The Agent shall have only those duties, obligations and responsibilities expressly specified in
the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		26.4	No fiduciary duties 



 


		(a)	Nothing in any Finance Document constitutes the Agent as a trustee or fiduciary
of any other person.



 


		(b)	The Agent shall not be bound to account to any other Finance Party for any sum or the profit element
of any sum received by it for its own account.



 


		26.5	Business with the Group 



 


The Agent may accept deposits
from, lend money to and generally engage in any kind of banking or other business with any Group Member.


 


		26.6	Rights and discretions of the Agent 



 


		(a)	The Agent may:



 


		(i)	rely on:



 


		(A)	any representation, notice or document believed by it to be genuine, correct
and appropriately authorised and shall have no duty to verify any signature on any document; and




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		(B)	any statement purportedly made by a director, authorised signatory or employee
of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;



 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Lender or any
group of Lenders are duly given in accordance with the terms of the Finance Documents; and



 


		(B)	unless it has received notice of revocation, those instructions have not been revoked; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected
to be within the knowledge of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction,
step, action or thing,



 


as sufficient evidence that that is the case and,
in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising
under Clause 22.1 (Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group
of Lenders has not been exercised; and



 


		(iii)	any notice or request made by the Borrower is made on behalf of and with the
consent and knowledge of all the Obligors.



 


		(c)	The Agent may engage, and pay for the advice or services of any lawyers, accountants,
tax advisers, surveyors or other professional advisers or experts.



 


		(d)	Without prejudice to the generality of paragraph (c) above or paragraph (e)
below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and
so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.



 


		(e)	The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors
or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any
damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.



 


		(f)	The Agent may act in relation to the Finance Documents through its officers, employees and agents
and shall not:



 


		(i)	be liable for any error of judgment made by any such person; or





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		(ii)	be bound to supervise, or be in any way responsible for any loss incurred by
reason of misconduct, omission or default on the part of any such person,



 


unless such error or such loss was directly caused
by the Agent’s gross negligence or wilful misconduct.


 


		(g)	Unless a Finance Document expressly provides otherwise the Agent may disclose
to any other Party any information it reasonably believes it has received as agent under this Agreement.



 


		(h)	Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged
to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach
of a fiduciary duty or duty of confidentiality.



 


		(i)	Notwithstanding any provision of any Finance Document to the contrary, the
Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties,
obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the
repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



 


		26.7	Responsibility for documentation 



 


The Agent is not responsible
or liable for:


 


		(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied
by the Agent, an Obligor or any other person given in or in connection with any Finance Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with
any Finance Document; or



 


		(c)	any determination as to whether any information provided or to be provided to any Finance Party
is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing
or otherwise.



 


		26.8	No duty to monitor 



 


The Agent shall not be bound
to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance
Document; or



 


		(c)	whether any other event specified in any Finance Document has occurred.






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		26.9	Exclusion of liability 



 


		(a)	Without limiting paragraph (b) below, (and without prejudice to any other provision
of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for any cost, loss or liability
incurred by any Party as a consequence of:



 


		(i)	any damages, costs or losses to any person, any diminution in value, or any
liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless
directly caused by its gross negligence or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or



 


		(iii)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages,
costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence or any other category
of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case) such
damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental
actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement
of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport,
telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution;
or strikes or industrial action.


 


		(b)	No Party (other than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of
any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent
may rely on this Clause 26 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Ordinance.



 


		(c)	The Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary
steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement
system used by the Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Agent to conduct:



 


		(i)	any “know your customer” or other procedures in relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement
might be unlawful for any Lender or for any Affiliate of any Lender,



 


on behalf of any Lender and each
Lender confirms to the Agent that it is solely responsible for any such procedures or check it is required to conduct and that
it shall not rely on any statement in relation to such procedures or check made by the Agent.



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		(e)	Without prejudice to any provision of any Finance Document excluding or limiting
the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited
to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to
the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference
to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall
the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special,
punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.



 


		26.10	Lenders’ indemnity to the Agent 



 


		(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within
five Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability
whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in
the case of any cost, loss or liability pursuant to Clause 28.9 (Disruption to payment systems etc.), notwithstanding the
Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the
fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by a Transaction Obligor
pursuant to a Finance Document).



 


		(b)	Each Obligor shall, within three (3) Business Days of demand, reimburse any
Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.



 


		26.11	Resignation of the Agent 



 


		(a)	The Agent may resign and appoint one of its Affiliates as successor by giving
notice to the other Finance Parties and the Borrower.



 


		(b)	Alternatively the Agent may resign by giving notice to the other Finance Parties
and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Agent in accordance
with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the
Borrower) may appoint a successor Agent.



 


		(d)	Notwithstanding paragraphs (a) to (c) above, the Agent or the Majority Lenders
shall not appoint a Competitor to be a successor Agent without the consent of the Borrower (provided that any update to the list
of Competitors shall not affect any appointment entered into or contracted for prior to the date on which such update is approved
by the Agent and not in anticipation of such update).



 


		(e)	The retiring Agent shall make available to the successor Agent such documents and records and provide
such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance
Documents. Each Obligor shall, within five Business Days of demand, reimburse the retiring Agent for the amount of all costs and
expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.





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		(f)	The Agent’s resignation notice shall take effect only upon the appointment
of a successor.



 


		(g)	Upon the appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 26. Its
successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if
such successor had been an original Party.



 


		(h)	After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require
it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.



 


		26.12	Confidentiality 



 


		(a)	In acting as agent for the Finance Parties, the Agent shall be regarded as
acting through its agency division which shall be treated as a separate legal person from any other of its branches, divisions
or departments.



 


		(b)	If information is received by another branch, division or department of the
legal person which is the Agent, it may be treated as confidential to that branch, division or department and the Agent shall not
be deemed to have notice of it.



 


		(c)	The Agent shall not be obliged to disclose to any Finance Party any information supplied to it
by the Borrower or any Affiliates of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver
or amendment is or may be required or desirable in relation to any Finance Document.



 


		26.13	Relationship with the other Finance Parties 



 


		(a)	Subject to Clause 23.11 (Pro-rata interest settlement) and Clause 28.2 (Distributions
by the Agent), the Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its
Facility Office, unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.



 


		(b)	Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications,
information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address,
fax number and (where communication by electronic mail or other electronic means is permitted under Clause 30.4 (Electronic
communication)) electronic mail address and/or any other information required to enable the sending and receipt of information
by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated
as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes
of Clause 30.2 (Addresses) and paragraph (a)(ii) of Clause 30.4 (Electronic communication) and the Agent shall be
entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as
though that person were that Lender.








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		26.14	Credit appraisal by the Lenders 



 


Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each Group Member;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Finance Document;



 


		(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Finance Document; and



 


		(d)	the adequacy, accuracy and/or completeness of the information provided by the
Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the
Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Finance Document.



 


		26.15	Deduction from amounts payable by the Agent 



 


If any Party owes an amount to
the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded
as having received any amount so deducted.


 


		26.16	Agent’s Management Time 



 


Any amount payable to the Agent
under Clause 14.3 (Indemnity to the Agent), Clause 15 (Costs and expenses) and Clause 26.10 (Lenders’ indemnity
to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated
on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition
to any fee paid or payable to the Agent under Clause 10 (Fees).


 


		27.	SHARING AMONG THE FINANCE PARTIES 



 


		27.1	Payments to Finance Parties 



 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers (whether by set off or otherwise) any amount from an Obligor other than in accordance
with Clause 28 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under
the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three Business Days, notify details
of the receipt or recovery, to the Agent;



 


		(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance
with Clause 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to
the receipt, recovery or distribution; and




    98


     

    

		(c)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the
Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines
may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial
payments).



 


		27.2	Redistribution of payments 



 


The Agent shall treat the Sharing
Payment as if it had been paid by the relevant Transaction Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 28.5 (Partial payments)
towards the obligations of that Transaction Obligor to the Sharing Finance Parties.


 


		27.3	Recovering Finance Party’s rights 



 


		(a)	On a distribution by the Agent under Clause 27.2 (Redistribution of payments)
of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and
the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been
paid by that Transaction Obligor.



 


		(b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under
paragraph (a) above, the relevant Transaction Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing
Payment which is immediately due and payable.



 


		27.4	Reversal of redistribution 



 


If any part of the Sharing
Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of
that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount
as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that
Recovering Finance Party is required to pay) (the “Redistributed Amount”); and



 


		(b)	as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.



 


		27.5	Exceptions 



 


		(a)	This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after
making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings,
if:



 


		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and



 



		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.




    99


     

    



SECTION 11


 


ADMINISTRATION


 


		28.	PAYMENT MECHANICS



 


		28.1	Payments to the Agent 



 


		(a)	On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance
Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance
Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement
of transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in the principal financial centre of
the country of that currency with such bank as the Agent specifies.



 


		28.2	Distributions by the Agent 



 


		(a)	Each payment received by the Agent under the Finance Documents for another Party shall, subject
to Clause 28.3 (Distributions to an Obligor) and Clause 28.4 (Clawback and pre-funding) be made available by the
Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case
of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five
Business Days’ notice.



 


		(b)	The Agent shall distribute payments received by it in relation to all or any part of the Loan to
the Lender indicated in the records of the Agent as being so entitled on that date provided that the Agent is authorised to distribute
payments to be made on the date on which any transfer becomes effective pursuant to Clause 23 (Changes to the Lenders) to
the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.



 


		28.3	Distributions to a Transaction Obligor 



 


The Agent may (with the consent
of the Transaction Obligor or in accordance with Clause 29 (Set-off)) apply any amount received by it for that Transaction
Obligor in or towards payment (in the currency and funds of receipt) of any amount due from that Transaction Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be so applied.


 


		28.4	Clawback and pre-funding 



 


		(a)	Where a sum is to be paid to the Agent under the Finance Documents for another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually received that sum.



 


		(b)	If the Agent pays an amount to another Party and it proves to be the case that
the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract)
was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment
to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.





    100


     

    

		(c)	If the Agent has notified the Lenders that it is willing to make available
amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so
but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:



 


		(i)	the Borrower shall on demand refund it to the Agent; and



 


		(ii)	the Lender by whom those funds should have been made available or, if that
Lender fails to do so, the Borrower shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify
the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.



 


		28.5	Partial payments 



 


		(a)	If the Agent receives a payment that is insufficient to discharge all the amounts
then due and payable by a Transaction Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations
of that Transaction Obligor under the Finance Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid fees, costs and
expenses of, and other amounts owing to, the Agent under the Finance Documents;



 


		(ii)	secondly, in or towards payment pro rata of any accrued interest, fee
(other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;



 


		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid
under this Agreement; and



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents.



 


		(b)	The Agent shall, if so directed by the Majority Lenders, vary the order set
out in paragraphs (a)(ii) to (iv) above. Any such variation may include the re-ordering of obligations set out in any such paragraph.



 


		(c)	Paragraphs (a) and (b) above will override any appropriation made by a Transaction
Obligor.



 


		28.6	No set-off by Obligors 



 


All payments to be made by a
Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for)
set-off or counterclaim.


 


		28.7	Business Days 



 


		(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there
is not).



 


		(b)	During any extension of the due date for payment of any principal or Unpaid
Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.





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		28.8	Currency of account 



 


		(a)	Subject to paragraphs (b) to (e) below, US dollars is the currency of account
and payment for any sum due from a Transaction Obligor under any Finance Document.



 


		(b)	A repayment of the Loan or Unpaid Sum or a part of the Loan or Unpaid Sum shall
be made in the currency in which the Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.



 


		(c)	Each payment of interest shall be made in the currency in which the sum in
respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.



 


		(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		(e)	Any amount expressed to be payable in a currency other than US dollars shall
be paid in that other currency.



 


		28.9	Disruption to payment systems etc. 



 


If either the Agent determines
(in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:


 


		(a)	the Agent may, and shall if requested to do so by the Borrower, consult with
the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent
may deem necessary in the circumstances;



 


		(b)	the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned
in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no
obligation to agree to such changes;



 


		(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned
in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any such changes agreed upon by the Agent and the Borrower shall (whether or
not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case
may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 (Amendments and Waivers);



 


		(e)	the Agent shall not be liable for any damages, costs or losses to any person, any diminution in
value or any liability whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but
not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant
to or in connection with this Clause 28.9; and



 


		(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


		29.	SET-OFF 



 


A Finance Party may set off any
matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance
Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch
or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation
at a market rate of exchange in its usual course of business for the purpose of the set-off.




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		30.	NOTICES



 


		30.1	Communications in writing 



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or
letter.


 


		30.2	Addresses 



 


The address and fax number
(and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in the case of the Borrower, each Original Guarantor and each PRC Guarantor,
that identified with its name below;



 


		(b)	in the case of each Lender or any Additional Guarantor, that notified in writing
to the Agent on or prior to the date on which it becomes a Party; and



 


		(c)	in the case of the Agent that identified with its name below,



 


or any substitute address,
fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five Business Days’ notice.


 


		30.3	Delivery 



 


		(a)	Any communication or document made or delivered by one person to another under
or in connection with the Finance Documents will be effective:



 


		(i)	if by way of fax, only when received in legible form; or



 


		(ii)	if by way of letter, only when it has been left at the relevant address or
five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;



 


and, if a particular department or officer is specified
as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.


 


		(b)	Any communication or document to be made or delivered to the Agent will be effective only when
actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified
with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).



 


		(c)	All notices from or to a Transaction Obligor shall be sent through the Agent.



 


		(d)	Any communication or document made or delivered to the Borrower in accordance
with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.





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		(e)	Any communication or document which becomes effective, in accordance with paragraphs
(a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		30.4	Electronic communication 



 


		(a)	Any communication or document to be made or delivered by one Party to another
under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including
by way of posting to a secure website) if those two Parties:



 


		(i)	notify each other in writing of their electronic mail address and/or any other
information required to enable the transmission of information by that means; and



 


		(ii)	notify each other of any change to their address or any other such information
supplied by them by not less than five Business Days’ notice.



 


		(b)	Any such electronic communication or delivery as specified in paragraph (a)
above to be made between a Transaction Obligor and a Finance Party may only be made in that way to the extent that those two Parties
agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.



 


		(c)	Any such electronic communication or delivery as specified in paragraph (a) above made or delivered
by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any
electronic communication or document made or delivered by a Party to the Agent only if it is addressed in such a manner as the
Agent shall specify for this purpose.



 


		(d)	Any electronic communication or document which becomes effective, in accordance with paragraph
(c) above, after 5 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available
has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.



 


		(e)	Any reference in a Finance Document to a communication being sent or received
or a document being delivered shall be construed to include that communication or document being made available in accordance with
this Clause 30.4.



 


		30.5	English language 



 


		(a)	Any notice given under or in connection with any Finance Document must be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document
must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Agent, accompanied by a certified English translation
and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.






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		31.	CALCULATIONS AND CERTIFICATES



 


		31.1	Accounts 



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


		31.2	Certificates and determinations 



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


		31.3	Day count convention 



 


Any interest, commission or
fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market
practice.


 


		32.	PARTIAL INVALIDITY 



 


If, at any time, any provision
of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		33.	REMEDIES AND WAIVERS 



 


No failure to exercise, nor any
delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver
of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the
Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of
any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


 


		34.	AMENDMENTS AND WAIVERS 



 


		34.1	Required consents 



 


		(a)	Subject to Clause 34.2 (All-Lender Matters) and Clause 34.3 (Other
exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the
Obligors’ Agent (in accordance with Clause 2.3 (Obligors’ Agent) and paragraph (c) below) and any such amendment
or waiver will be binding on all Parties.



 


		(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause 34.



 


		(c)	Without prejudice to the other provisions of this Agreement, each Transaction
Obligor agrees to any such amendment or waiver permitted by this Clause 34 which is agreed to by the Obligors’ Agent. This
includes any amendment or waiver which would, but for this paragraph (c) require the consent of all of the Transaction Obligors.




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		(d)	Paragraph (b) of Clause 23.11 (Pro rata interest settlement) shall apply to this Clause 34.



 


		34.2	All-Lender Matters 



 


		(a)	An amendment or waiver of any term of any Finance Document that has the effect
of changing or which relates to:



 


		(i)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);



 


		(ii)	an extension to the date of payment of any amount under the Finance Documents;



 


		(iii)	a reduction in the Interest Rate or a reduction in the amount of any payment
of principal, interest, fees, commission, Makewhole Amount or Prepayment Fee payable;



 


		(iv)	an increase in the amount of any Commitment or an extension of the period of availability for utilisation
of any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the
Facility;



 


		(v)	a change to the Borrower or Transaction Obligors other than in accordance with
Clause 24 (Changes to the Obligors);



 


		(vi)	any provision which expressly requires the consent of all the Lenders;



 


		(vii)	Clause 2.2 (Finance Parties’ rights and obligations), Clause 5.1
(Delivery of a Utilisation Request), Clause 7.1 (Illegality), Clause 7.3 (Mandatory prepayment - Change of control),
Clause 7.5 (Mandatory prepayment – Non-IPO Event), Clause 7.6 (Mandatory prepayment – Redemption Event),
Clause 23 (Changes to the Lenders), Clause 24 (Changes to the Obligors), Clause 27 (Sharing among the Finance
Parties), this Clause 34, Clause 36 (Governing law), or Clause 37.1 (Jurisdiction of Hong
Kong courts); or



 


		(viii)	the nature or scope of, or the release of, any guarantee and indemnity granted
under Clause 16 (Guarantee and indemnity) unless permitted under any Finance Document,



 


shall not be made without the prior consent of all the
Lenders.


 


		34.3	Other exceptions 



 


An amendment or waiver which
relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.


 


		35.	COUNTERPARTS 



 


Each Finance Document may be
executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single
copy of the Finance Document.






    106


     

    

SECTION 12


 


GOVERNING LAW AND ENFORCEMENT


 


		36.	GOVERNING LAW 



 


This Agreement is governed by
Hong Kong law.


 


		37.	ENFORCEMENT 



 


		37.1	Jurisdiction of Hong Kong courts 



 


		(a)	The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement)
(a “Dispute”).



 


		(b)	The Parties agree that the courts of Hong Kong are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented
from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance
Parties may take concurrent proceedings in any number of jurisdictions.



 


		37.2	Service of process 



 


Without prejudice to any other
mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Hong Kong):


 


		(a)	irrevocably appoints the Borrower as its agent for service of process in relation
to any proceedings before the Hong Kong courts in connection with any Finance Document; and



 


		(b)	agrees that failure by a process agent to notify the relevant Obligor of the
process will not invalidate the proceedings concerned.



 


Each Obligor expressly agrees and consents to the
provisions of this Clause 37.2.


 


		37.3	Waiver of immunities 



 


Each Obligor irrevocably waives,
to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended
use), all immunity on the grounds of sovereignty or other similar grounds from:


 


		(a)	suit;



 


		(b)	jurisdiction of any court;



 


		(c)	relief by way of injunction or order for specific performance or recovery of property;



 


		(d)	attachment of its assets (whether before or after judgment); and



 


		(e)	execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable
law, that it will not claim any immunity in any such proceedings).





    107


     

    

This Agreement has been executed and
delivered by the Borrower, each Guarantor and each PRC Guarantor as a deed and signed by each Original Lender and the Agent and
it shall take effect on the date stated at the beginning of this Agreement.



    108


     

    

SCHEDULE
1





THE
ORIGINAL PARTIES


 


Part
I


 





The
Original Guarantors


 


	Name of Original Guarantor	 	Registration Number
 (or equivalent, if any)	 	Jurisdiction of Incorporation
	US Yisheng	 	[***]	 	Maryland, U.S.
	Singapore Yisheng	 	[***]	 	Singapore
	Cayman Yisheng	 	[***]	 	Cayman Islands



 


Part
II


 


The
Original PRC Guarantors


 


	Name of Original PRC Guarantor	 	Unified Social Credit Code
 (or equivalent, if any)	 	Jurisdiction of Incorporation
	Liaoning Yisheng	 	[***]	 	PRC
	Beijing Yisheng	 	[***]	 	PRC







    109


     

    



Part
III


 


The
Original Lenders


 


	Name of Original Lender	 	Commitment (US$)	 
	R-Bridge Investment Three Pte. Ltd.	 	 	40,000,000	 







    110


     

    



SCHEDULE
2





CONDITIONS
PRECEDENT


 


Part
I


 


Conditions
Precedent to Initial Utilisation


 


		1.	Original
Obligors



 


		(a)	A
copy of the constitutional documents of each Original Obligor.



 


		(b)	A
copy of a resolution or written consent of the board of directors of each Original Obligor (other than an Original PRC Guarantor):



 


		(i)	approving
the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it executes,
delivers and performs the Finance Documents to which it is a party;



 


		(ii)	authorising
a specified person or persons to execute the Finance Documents to which it is a party on its behalf;



 


		(iii)	authorising
a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation
Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;



 


		(iv)	in
the case of each Original Guarantor, authorising the Borrower to act as its agent in connection with the Finance Documents; and



 


		(v)	in
the case of each Original Guarantor, resolving that it is in the best interests of that Original Guarantor to enter into the transactions
contemplated by the Finance Documents to which it is a party.



 


		(c)	A
specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above (or, in the case of the
Original PRC Guarantors, in paragraph (d) below).



 


		(d)	A
                                         copy of a resolution or written consent signed by all the holders of the issued shares
                                         in each Original Guarantor (or, in the case of Cayman Yisheng, by the majority preferred
                                         holders) (other than US Yisheng) and each Original PRC Guarantor:



 


		(i)	approving
the terms of, and the transactions contemplated by, the Finance Documents to which that Original Guarantor or that Original PRC
Guarantor is a party;



 


		(ii)	in
the case of each Original PRC Guarantor, authorising the Borrower to act as its agent in connection with the Finance Documents;
and



 


		(iii)	in
the case of each Original PRC Guarantor, resolving that it is in the best interests of that Original PRC Guarantor to enter into
the transactions contemplated by the Finance Documents to which it is a party.



 


		(e)	A
certificate of each Original Obligor (signed by a director or officer) confirming that borrowing or guaranteeing or securing,
as appropriate, the Total Commitments would not
cause any borrowing, guaranteeing or securing or similar limit binding on any Obligor to be exceeded.







    111


     

    



		(f)	A
certificate of a director or officer of the relevant Original Obligor certifying that each copy document relating to it specified
in this Part I of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier
than the date of this Agreement.



 


		(g)	A
copy of a certificate of good standing issued by the Registrar of Companies in the Cayman Islands in respect of Cayman Yisheng,
such certificate to be dated no earlier than the date falling four weeks prior to the date of this Agreement.



 


		2.	Legal
opinions



 


		(a)	A
legal opinion in relation to Hong Kong law from [***] addressed to the Agent and the Original Lenders.



 


		(b)	A
legal opinion in relation to the laws of Singapore from [***] addressed to the Agent and the Original Lenders.



 


		(c)	A
legal opinion in relation to the laws of the Cayman Islands from [***] addressed to the Agent and
the Original Lenders.



 


		(d)	A
legal opinion in relation to PRC law from [***] Partners addressed to the Agent and the Original Lenders.



 


		3.	Finance
Documents



 


		(a)	This
Agreement duly entered into by the parties to it.



 


		(b)	Each
of the following Finance Documents duly entered into by the parties to it:



 


		(i)	the
                                         Royalty Deed; and



 


		(ii)	the
                                         PRC Guarantee in respect of the Original PRC Guarantors.



 


		4.	Other
documents and evidence



 


		(a)	Evidence
that any process agent referred to in Clause 37.2 (Service of process), if not an Obligor, has accepted its appointment.



 


		(b)	Evidence
that the paid-up share capital of the Borrower is not less than HK$1,000,000 (or its equivalent).



 


		(c)	A
copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable
(if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated
by any Finance Document or for the validity and enforceability of any Finance Document.



 


		(d)	The
Original Financial Statements.



 


		(e)	The
Group Structure Chart.






    112


     

    



		(f)	A
certified copy of each of the following documents:



 


		(i)	the
                                         clinical trial approval notice (《临床试验通知书》)
                                         for PIKA Rabies Vaccine (Vero Cell) for Human Use, Freeze-Dried, with notice number of
                                         CXSL1700019 issued by National Medical Products Administration to Liaoning Yisheng on
                                         18 June 2019;



 


		(ii)	the
                                         PRC medical products GMP certificate (《中华人民共和国药品
                                         GMP 证 书》) with certificate number LN20190040 issued by Liaoning
                                         Province Medical Products Administration (辽宁省药品监督管理局)
                                         to Liaoning Yisheng on 16 July 2019 and with validity until 15 July 2024;



 


		(iii)	the
                                         medical products re-registration approval (《药品再注册批件》)with
                                         licence number 2020R002864 issued by Liaoning Province Medical Products Administration
                                         (辽宁省药品监督管理局) to
                                         Liaoning Yisheng for medical products of Rabies Vaccine (Vero Cell) for Human Use, Freeze-Dried,
                                         with a medical product approval number of S20030033 on 13 July 2020 and with validity
                                         until 12 July 2025; and



 


		(iv)	the
                                         medical product manufacture licence (《药品生产许可证》)
                                         with licence number 辽 20190256 issued by Liaoning Province Medical Products Administration
                                         (辽宁省药品监督管理局) to
                                         Liaoning Yisheng on 2 April 2021 and with validity until 14 August 2024.



 


		(g)	Evidence
that the fees, costs and expenses then due from the Borrower pursuant to Clause 10 (Fees) and Clause 15 (Costs and expenses)
have been paid or will be paid by the Utilisation Date.



 


		(h)	Evidence
that each of the Finance Parties has carried out and is satisfied that it has complied with all necessary “know your customer”
or similar identification procedures in relation to the Finance Documents and the Obligors under all applicable laws and regulations.







    113


     

    



Part
II


 


Conditions
Precedent Required to be Delivered by an Additional Guarantor or an Additional PRC Guarantor


 


		1.	An
Accession Letter, duly executed by the Additional Guarantor or the Additional PRC Guarantor and the Borrower.



 


		2.	In
the case of an Additional PRC Guarantor, a PRC Guarantee in respect of that Additional Guarantor duly executed by the parties
thereto.



 


		3.	A
copy of the constitutional documents of the Additional Guarantor or the Additional PRC Guarantor.



 


		4.	A
copy of a resolution of the board of directors of the Additional Guarantor or the Additional PRC Guarantor:



 


		(a)	approving
the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute
the Accession Letter;



 


		(b)	authorising
                                         a specified person or persons to execute the Accession Letter on its behalf;



 


		(c)	authorising
a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched
by it under or in connection with the Finance Documents;



 


		(d)	authorising
the Borrower to act as its agent in connection with the Finance Documents; and



 


		(e)	resolving
that it is in the best interests of that Additional Guarantor to enter into the transactions contemplated by the Accession Letter
and the Finance Documents to which that Additional Guarantor is a party.



 


		5.	A
                                         specimen of the signature of each person authorised by the resolution referred to in
                                         paragraph 4 
above.



 


		6.	A
copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor or the Additional PRC Guarantor,
approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.



 


		7.	A
certificate of the Additional Guarantor or the Additional PRC Guarantor (signed by a director) confirming that guaranteeing or
securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or security or similar limit binding
on it to be exceeded.



 


		8.	A
certificate of a director of the Additional Guarantor or the Additional PRC Guarantor certifying that each copy document listed
in this Part II of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no
earlier than the date of the Accession Letter.



 


		9.	A
copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable
in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity
and enforceability of any Finance Document.







    114


     

    

		10.	If
                                         available, the latest audited financial statements of the Additional Guarantor or the
                                         Additional PRC Guarantor.



 


		11.	A
legal opinion in relation to Hong Kong law from Sidley Austin addressed to the Agent and the Lenders.



 


		12.	A
legal opinion in relation to PRC law from the PRC legal adviser to the Agent addressed to the Agent and the Lenders.



 


		13.	A
legal opinion as to the laws of the jurisdiction of incorporation of the Additional Guarantor or the Additional PRC Guarantor,
if other than Hong Kong from the legal adviser to the Lenders addressed to the Agent and the Lenders, substantially in the form
distributed to the Lenders prior to signing of an Accession Letter.



 


		14.	If
the proposed Additional Guarantor is incorporated in a jurisdiction other than Hong Kong and in respect of the proposed Additional
PRC Guarantor, evidence that the process agent specified in Clause 37.2 (Service of process) has accepted its appointment
in relation to the proposed Additional Guarantor or Additional PRC Guarantor.







    115


     

    



SCHEDULE
3





UTILISATION
REQUEST






    116


     

    



SCHEDULE
4





FORM
OF TRANSFER CERTIFICATE






    117


     

    



SCHEDULE
5





FORM
OF COMPLIANCE CERTIFICATE






    118


     

    



SCHEDULE
6





FORM
OF ACCESSION LETTER






    119


     

    



SCHEDULE
7





FORM
OF RESIGNATION LETTER






    120


     

    



SCHEDULE
8





EXISTING
FINANCIAL INDEBTEDNESS






    121


     

    



SCHEDULE
9





EXISTING
SECURITY






    122


     

    



SCHEDULE
10





TIMETABLES






    123


     

    



SCHEDULE
11





COMPETITORS





    124


     

    

SIGNATURE
PAGE


 


	As
    Borrower	 	 
	 	 	 
	EXECUTED
    AS A DEED	)	 
	BY
    THE SOLE DIRECTOR OF	)	 
	YISHENGBIO
    (HONG KONG) HOLDINGS LIMITED  	)   	/s/ Yi Zhang
	 	)     	 
	 	 	Zhang Yi 

Sole
Director


 


	IN
    THE PRESENCE OF:	 	 



 


	WITNESS’S
    SIGNATURE	/s/
    Chenyu Wu	 



 


	FULL
    NAME	Chenyu
    Wu	 


 


	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



	As
    Original Guarantor	 	 
	 	 	 
	SIGNED,
    SEALED AND DELIVERED	)	 
	AS
    A DEED BY	)	 
	YISHENG
    US BIOPHARMA INC.	)      	/s/ Yi Zhang
	BY:
    Zhang Yi	)
    


 


	IN
    THE PRESENCE OF:	 	 



 


	WITNESS’S
    SIGNATURE	/s/
    Chenyu Wu	 



 


	FULL
    NAME	Chenyu
    Wu	 



 

	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



As
Original Guarantor


 


EXECUTED
and DELIVERED as a DEED





for
and on behalf of





YISHENG
BIOPHARMA (SINGAPORE) PTE. LTD.





in
accordance with Section 41B of the Companies Act by:


 


	/s/ Yi Zhang	 
	Director’s signature	 
	Name:	Zhang
    Yi	 
	Title:
    	Director	 


 


in
the presence of and attested to by:


 


	/s/ Chenyu Wu	 
	Witness’ signature	 
	Name:
    	Chenyu
    Wu	 


 


	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



	As
    Original Guarantor	 	 
	 	 	 
	SIGNED,
    SEALED AND DELIVERED	)	 
	AS
    A DEED BY	)	 
	YISHENGBIO
    CO., LTD	)      	/s/ Yi Zhang
	BY:
    Zhang Yi	)	 


 


	IN
    THE PRESENCE OF:	 	 



 


	WITNESS’S
    SIGNATURE	/s/
    Chenyu Wu	 



 


	FULL
    NAME	Chenyu
    Wu	 


 


	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



	As
    Original PRC Guarantor	 	 
	 	 	 
	SIGNED,
    SEALED AND DELIVERED	)	 
	AS
    A DEED BY	)	 
	LIAONING
    YISHENG	)  	 /s/ Seal
	BIOPHARMA
    CO. LTD.	)	[AFFIX COMPANY CHOP]
	 	)	 
	BY:
    Zhang Yi	)	 


 


	AUTHORIZED
    SIGNATORY’S SIGNATURE	/s/
    Yi Zhang	 



 


	IN
    THE PRESENCE OF:	 	 
	 	 	 
	WITNESS’S
    SIGNATURE	/s/
    Chenyu Wu	 



 


	FULL
    NAME	Chenyu
    Wu	 


 


	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



	As
    Original PRC Guarantor	 	 
	 	 	 
	SIGNED,
    SEALED AND DELIVERED	) 	 
	AS
    A DEED BY	) 	 
	BEIJING
    YISHENG	)  	/s/ Seal
	BIOTECHNOLOGY
    CO., LTD.	)	[AFFIX COMPANY CHOP]
	 	)	 
	 BY:
    Yu Zhen	)	 


 


	AUTHORIZED
    SIGNATORY’S SIGNATURE	/s/
    Zhen Yu	 


 


	IN
    THE PRESENCE OF:	 	 
	 	 	 
	WITNESS’S
    SIGNATURE	Chenyu
    Wu	 



 


	FULL
    NAME 	Chenyu
    Wu	 


 


	Address:	[***]
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	David
    Shao


 


Signature
page to Facility Agreement






     


     


    



As
Original Lender


 


	R-BRIDGE INVESTMENT THREE PTE. LTD.	 
	 	 	 
	By:	/s/
    Wei Fu	 
	Name:
    	FU
    WEI	 
	Title:
    	Director	 


 


 Signature
page to Facility Agreement






     


     


    



As
Agent


 


	R-BRIDGE HEALTHCARE FUND, LP	 
	 	 	 
	By:	/s/
    Wei Fu	 
	Name:
    	FU
    WEI	 
	Title:
    	Director	 


 


	Address:	c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Island.
	Telephone:	[***]
	Fax:	N/A
	Email:	[***]
	Attention:	Peng Fu


 


 Signature
page to Facility Agreement