AMENDED AND RESTATED

JOINT VENTURE CONTRACT

of

BHR PARTNERS (SHANGHAI) EQUITY INVESTMENT FUND MANAGEMENT

CO., LTD.

A FOREIGN-FUNDED ENTERPRISE

Date: , 2023
 AMENDED AND RESTATED
JOINT VENTURE CONTRACT

ARTICLE 1 GENERAL PROVISIONS

This amended and restated joint venture contract (this “Contract”) is made on ,
2023 (“Signature Date”) by and among Angju (Shanghai) Investment Consulting Co., Ltd.
(a limited liability company duly established and existing in accordance with Law of the PRC,
“Angju”), Shanghai Ample Harvest Financial Services (Group) Co., Ltd. (a limited liability
company duly established and existing in accordance with Law of the PRC, “Harvest”),
Ulysses Diversified, Inc. (a corporation duly established and existing in accordance with the
laws of the State of Delaware, United States, “Ulysses”), Skaneateles, LLC (a limited liability
company duly established and existing in accordance with the laws of the District of
Columbia, United States, “Skaneateles”) and Thornton Group LLC (a limited liability
company duly established and existing in accordance with laws of the State of Delaware,
United States, “Thornton”).

Angju, Harvest, Ulysses, Skaneateles and Thornton are hereinafter collectively referred to as
the “Parties” and individually as a “Party”.

Except as otherwise defined herein, capitalized terms and expressions used herein shall have
the meanings as set out in Appendix A attached hereto.

WHEREAS, Bohai Industrial Investment Fund Management Co., Ltd., Harvest, Rosemont
Seneca Bohai, LLC, Thornton and Angju entered into on October 1, 2014 an amended and
restated joint venture contract for the purpose of establishing a Chinese-foreign equity joint
venture company, i.e., Bohai Harvest RST (Shanghai) Equity Investment Fund Management
Co., Ltd. (the “Company”), in China (Shanghai) Pilot Free Trade Zone (“SH FTZ”), the
PRC. On March 18, 2017, Bohai Industrial Investment Fund Management Co., Ltd., Harvest,
Ulysses, Skaneateles, Thornton and Angju entered into a new version amended and restated
joint venture contract (the “Original Contract”) for investing the Company.

NOW, THEREFORE, the Parties hereby agree to amend and restate the Original Contract in
its entirety to read as follows:

ARTICLE 2 PARTIES TO THE JOINT VENTURE

2.1 The Parties to the Joint Venture

As of the date of execution hereof, the corporate information on each of the Parties is set
forth below:

(a) Angju: Angju (Shanghai) Investment Consulting Co., Ltd.

Legal address: Room 105, 1st Floor, No. 231, Fute North
Road, China (Shanghai) Pilot Free Trade
Zone
Name of Legal Representative: Jonathan LI

Equity Joint Venture Contract

 Title: Chairman and General Manager
Nationality: Hong Kong

(b) Harvest: Shanghai Ample Harvest Financial Services (Group) Co., Ltd.

Legal address: No. 14, Lane 1502, Luoshan Road, China

(Shanghai) Pilot Free Trade Zone
Name of Legal Representative: Changqi LU
Title: Chairman and General Manager
Nationality: PRC

(c) Ulysses: Ulysses Diversified, Inc.

Legal address: 35B The Commons, 3524Silverside Road,

Wilmington, DE 19810, Country of New
Castle, State of Delaware
Name of Authorized Representative: Krista Ammirati ARCHER
Title: Managing Member
Nationality: USA

(d) Skaneateles: Skaneateles, LLC

Legal address: 337 S Robertson Blvd # 203, Beverly Hills,

CA 90211-3602
Name of Authorized Representative: P. Kevin Morris
Title: Managing Member
Nationality: USA

(e) Thornton: Thornton Group LLC

Legal address: 14 Beacon Street, Suite 804A, Boston,

Massachusetts 02108
Name of Authorized Representative: James J. BULGER
Nationality: USA

2.2 Change in the Information

If any change occurs in the corporate information on any Party as set forth in Section 2.1,
such Party shall notify all other Parties of such change immediately.

ARTICLE 3 ESTABLISHMENT OF THE FOREIGN-FUNDED ENTERPRISE

3.1 Establishment of the Foreign-Funded Enterprise

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In accordance with the Foreign Investment Law of the PRC and other relevant Law of the
PRC, the Parties hereby agree to establish a foreign-funded enterprise in form of a limited
liability company, on the terms and conditions set forth in this Contract.

3.2 Name of the Foreign-Funded Enterprise

(a) The name of the Company shall be 晟荣星远（上海）私募基金管理有限责任公司

in Chinese and “BHR PARTNERS (SHANGHAI) EQUITY INVESTMENT FUND
MANAGEMENT CO., LTD. ” in English. The registered address of the Company
shall be Room A-868H, No.188 Yesheng Road, China (Shanghai) Pilot Free Trade
Zone.

(b) Each of Harvest, Ulysses, Skaneateles and Thornton confirms that the Company has
the right to use the tradenames “Ample Harvest”, “Ulysses”, “Skaneateles” and
“Thornton” subject to certain terms and conditions. Upon (i) the dissolution and
termination of the Company or (ii) the transfer of its entire equity interest in the
Company by Harvest, Ulysses, Skaneateles or Thornton pursuant to Section 5.4 or 5.5
of this Contract, any other Party, the Company and any equity investment enterprise
or other investment vehicle managed by the Company (collectively, the “Funds”) and
other entities invested by the Company as a shareholder or partner shall have no
further right to use or any interest in the tradename “Ample Harvest”, “Ulysses”,
“Skaneateles” and “Thornton” or any variants thereof and shall take such actions as
the Company may request to ensure that such tradename is no longer used in
connection with the Company.

3.3 Application

(a) This Contract, including any appendices hereto (if applicable), and the Articles of
Association shall be submitted to the Ministry of Commerce of the PRC or other
similarly competent Government Authority of the PRC (“MOFCOM”) for approval
or filing (depending on the then applicable laws and regulations).

(b) If MOFCOM requests any changes to this Contract, any of its appendices, or the
Articles of Association, the Parties shall promptly consult to determine whether to
make the requested changes. If the Parties agree to the requested changes, the
Parties shall sign a new contract incorporating the agreed changes as soon as
practicable. For the avoidance of doubt, no Party is obligated to agree to such
changes.

3.4 Approvals/Filings

(a) Each of the Parties shall work together in good faith promptly to obtain all necessary
Consents required to be obtained in connection with the authorization, execution and
delivery of this Contract, any of its appendices or the Articles of Association and the
consummation of the transactions contemplated herein and therein. Each of the
Parties shall furnish to one another all information required to secure any such
Consents.

3.5 Business License

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The Parties agree, after the issuance of the Approval/Filing Certificate, the Parties shall apply
to the Registration Authority or other similarly competent Government Authority to register
the Company and to obtain the Company’s business license (the “Business License”). The
date of the issuance of the Business License shall be referred to as the establishment date of
the Company (the “Establishment Date”).

3.6 Activities of the Company

All activities of the Company shall comply with and shall be entitled to the benefits and
protection of the provisions of the relevant Law promulgated in the PRC.

3.7 Legal Status

The Company shall be a limited liability company. The liability of the Company with
respect to all of its debts and obligations is limited to all of its own assets. The liability of
each Party to the Company is only limited to its subscribed capital of the Company.
Creditors of the Company (including taxation and other authorities) shall have no recourse
whatsoever against any Party for the debts of the Company. The Company agrees to
indemnify and hold harmless each of the Parties (and certain other parties) as further set forth
in ARTICLE 17.

ARTICLE 4 PURPOSE AND BUSINESS SCOPE

4.1 Purpose

The purpose of the Company is to engage in the investment management, advising and
consultancy services business in connection with equity investment funds and other assets
management as well as any other activities which may be approved by the Board from time to
time.

4.2 Business Scope

The business scope of the Company shall be “private equity investment fund management
and venture capital fund management services (business activities can only be carried out
after completing registration and filing with the Asset Management Association of China)”,
as approved by or filed with administrative governing department (depending on the then
applicable laws and regulations), provided that the business scope as specified in the Business
License of the Company to be issued shall prevail.

ARTICLE 5 TOTAL INVESTMENT AND REGISTERED CAPITAL

5.1 Total Investment

The total investment amount of the Company shall be RMB 30,000,000.

5.2 Registered Capital

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The registered capital of the Company shall be RMB 30,000,000. Each Party shall make its
contribution to the registered capital of the Company in accordance with the following
provisions:

(a) Angju shall subscribe for 40% of the Company’s registered capital, i.e.
RMB12,000,000.

(b) Harvest shall subscribe for 30% of the Company’s registered capital, i.e.
RMB9,000,000.

(c) Ulysses shall subscribe for 10% of the Company’s registered capital, i.e.
RMB3,000,000.

(d) Skaneateles shall subscribe for 10% of the Company’s registered capital, i.e.
RMB3,000,000.

(e) Thornton shall subscribe for 10% of the Company’s registered capital, i.e.
RMB3,000 ,000.

(f) The registered capital in the Company shall be contributed pro rata by the Parties
from time to time upon the determination of the Board in its sole discretion; provided
that, in any event, the Company’s registered capital shall be contributed by Parties
within two (2) years from the Establishment Date.

5.3 Verification Report and Contribution Certificate

After each Party has made its contribution to the registered capital of the Company in
accordance with the provisions of Section 5.2 hereof, the Company shall make arrangements
for an accounting firm registered in the PRC to verify such capital contribution and, on the
basis of a verification report made by such accounting firm, issue to such Party a contribution
certificate evidencing its contribution. The contents of such contribution certificate shall
include the name of the Company, the name of the shareholder that makes such contribution,
the date and amount of such contribution, and the date of issuance of such contribution
certificate.

5.4 Equity Transfer

(a) No Party shall directly or indirectly sell, assign or transfer (each a “Transfer”) all or
part of the equity interest it holds in the registered capital of the Company without the
consent of all the other Parties, which may be granted or withheld in their sole
discretion. Nevertheless, any Party may sell, assign or transfer all (but not less than
all) of its equity interest in the Company to any of its Affiliates respectively with the
consent of all the other Parties, which consent shall not be unreasonably withheld, on
the condition that (i) the transferring Party shall notify all the other Parties in writing
of such transfer in advance and disclose to all the other Parties the affiliated
relationship between such Affiliate and the transferring Party and (ii) the transferring
Party has obtained the consent from all the other Parties in connection with such
transfer, after giving the opportunity for all such other Parties to reasonable due
diligence on the expertise and creditworthiness of such transferee Affiliate. Except

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 as otherwise agreed by the Parties, such transfer shall not do any harm to the
legitimate rights of each Party or the Company and any and all taxes, fees and charges
that may be incurred in connection with such transfer shall be borne by the
transferring Party.

(b) Subject to the provisions in this Section 5.4, no Party shall accept any other investors
as a shareholder of the Company.

(c) Except as otherwise expressly agreed herein, without the prior written consent of all
the other Parties, none of the Parties shall create any encumbrance on all or any part
of the rights or interests it holds in the Company.

(d) Upon any transfer by any Party of its equity interest in the Company, the transferring
Party shall submit its investment certificate (if any) to the Company for cancellation
and the Company shall, upon full payment of the consideration for the equity interest,
issue in a new investment certificate to the transferee of the equity interest.

5.5 Other Transfers

In the event any or all of a Party’s equity interest in the Company is transferred or to be
transferred, directly or indirectly, other than to its Affiliate, in connection with bankruptcy
proceedings or by operation of law, applicable regulation or otherwise, such Party shall give
written notice promptly after receiving knowledge thereof to the Company and all the other
Parties stating the fact that the transfer occurred (or is expected to occur) and reasonable
applicable details thereto. The Parties shall then discuss, on the principles of equality and
mutual benefit, and after taking into full consideration of the conditions of and the effect of
such transfer on the Company, whether to effect such transfer, a liquidation of the Company,
transfers to such other party/parties or other courses of action as the Parties may agree at such
point in time; however, the Company shall be liquidated pursuant to ARTICLE 14 if the
Parties do not mutually agree on a course of action in respect of such transfer required within
180 days after the date of such notice.

5.6 Liability of Transferor

In the event that any Party proposes to make a transfer permitted under this ARTICLE 5,
such Party shall cause the transferee, prior to such transfer, to execute one or more
instruments pursuant to which the transferee adopts and agrees to be bound as a Party to this
Contract and such transferring Party shall be released from the obligations hereunder with
respect to the interest represented by the transferred equity interests assumed by the
transferee and, until the transferee executes said instrument(s), such transfer shall not be
registered by the Company and the transferor shall remain fully liable for the acts, omissions
or defaults of the transferee with respect to the interest represented by the proposed
transferred equity interests and the provisions of this Contract as if the transferor were still a
party hereto. No transfer shall relieve the transferor of responsibility for its own acts,
omissions or defaults.

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND RESPONSIBILITIES

OF THE PARTIES

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6.1 Representations and Warranties of the Parties

(a) Each Party makes the following representations and warranties to all the other Parties
as of the date hereof and as of the Establishment Date:

(1) Good Standing. The Party is duly organized, validly existing and in good
standing under the laws of the place of its formation, and has full power and
authority, and adequate capital resources, to carry out its obligations as
contemplated under this Contract;

(2) Due Organization. Such Party is duly organized or existing under the laws of
its jurisdiction of organization as referred to in ARTICLE 1;

(3) Approvals. Except for the internal necessary corporate approval, (i) no
authorization, consent, approval, license, finding of suitability, or registration
with any Governmental Authority or third party is necessary to enable such
Party from entering into this Contract or perform its obligations hereunder;
and (ii) the execution, delivery, and performance by such Party of this
Contract and the Articles of Association requires no Consent of any third party
which has not been obtained, other than those Consents that any of the Parties
is required to procure hereunder or thereunder, will not result in any violation
of, be in conflict with, or constitute a default under, with or without the
passage of time or the giving of notice, any provision of its internal
Constitutional Documents as in effect at the date hereof, any applicable Law,
any material Contract or obligation to which it or he is a party or by which it
or he is bound;

(4) Certain Actions. The Party has not been convicted of, or pled guilty under
PRC Law to, (i) fraud or other related criminal liabilities, or (ii) a violation of
securities laws of the PRC or any foreign jurisdiction other than as previously
disclosed to the other Party or (iii) any crime, other than those identified in
clause (i) or (ii), that is reasonably likely to result in a material adverse effect
on the Company; provided that such Party agrees to notify the other Party
promptly upon learning of the occurrence of any of the events detailed in this
subsection (4).

(b) Each Party shall be liable for any losses, claims, damages, costs and expenses, or any
other liabilities whatsoever (including, but not limited to, legal fees and disbursements
and any and all other expenses reasonably incurred in investigating, preparing for or
defending against any litigation, arbitration proceeding, or other action or proceeding,
commenced or threatened, or any claim) arising out of or in connection with, or that
may be incurred as a result of, its violation of any of the representations or warranties
as made above and undertakes to fully indemnify and hold all the other Parties (and
their Affiliates) harmless from and against any such losses, claims, damages, costs
and expenses, or other liabilities.

6.2 Compliance with Laws

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(a) The Parties shall comply, and cause the Company and their respective appointed
Director and officers to comply, with Law of the PRC and any other jurisdiction that
is applicable to the Company. If, after the execution hereof, the PRC government
and any Government Authority thereto promulgates any new laws, regulations, rules
or measures, or revises or repeals any laws, regulations, rules or measures, or changes
the interpretation or enforcement of such laws, regulations, rules or measures,
including any changes in the financial or tax policies that may have a material effect
on the business operations of the Company,

(1) if such promulgation, revision, repeal, interpretation, or enforcement enables

any Party hereto to be entitled to a more favorable treatment than are provided
for herein, the relevant Party shall have the right to make a prompt application
for such more favorable treatment and all the other Parties shall use
commercial best effort to assist the relevant Party in such application; and

(2) if such promulgation, revision, repeal, interpretation, or enforcement causes

any major losses to the economic benefits of any Party hereunder, the Parties
shall consult with each other in an effort to reach a fair settlement.

ARTICLE 7 BOARD OF DIRECTORS

7.1 Authority of the Board

The Board of Directors of the Company (the “Board”) shall be the authority of the Company
and make major decisions with respect to the Company in accordance with this Contract.

7.2 Establishment of the Board

The Board shall be established on the Establishment Date (the Parties shall notify each other
before the Establishment Date of its expected Director appointee to the Board), and shall hold
its first meeting within thirty (30) days thereafter at the legal address of the Company or any
other place as approved by the Board.

7.3 Number of Members; Appointments; Remunerations

(a) The Board shall consist of seven (7) directors (each a “Director”), of whom Angju
shall have the right to appoint three (3) Directors, Harvest shall have the right to
appoint two (2) Directors, Ulysses, Skaneateles and Thornton shall have the right to
jointly appoint two (2) Directors. Each Party shall, before determining the Directors
to be appointed by it, communicate with all other Parties about the candidates and
obtain their consents, provided that none of the other Parties shall unreasonably
withhold the consent. For the avoidance of doubt, the Parties hereby recognize that
the foregoing agreement shall not affect the right of any Party to appoint Directors to
the Company.

(b) Each Director shall serve a term of three (3) years, renewable upon reappointment by
the applicable appointing Party. Each Party shall have the right to remove, reappoint
and/or designate any successors to any Director it is entitled to appoint to the Board
hereunder by written notice to the Company and all the other Parties; however, if the

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 Director appointee of one Party (i) commits any fraudulent or other intentional
misconduct against the Company and/or any of the other Parties, (ii) acts in a manner
that causes the Company to be in material deviation from this Contract or (iii) is no
longer fit to be a Director of the Company, at the request of any of the other Parties
after reasonably documented inquiry (e.g., if such Director is subject to illness that
physically or mentally restricts his/her ability to perform as a Director), such
appointing Party shall promptly dismiss and replace such Director in question.

(c) The Company may pay Directors compensation for their performance of the director
duties. In addition, the Company may reimburse the Directors for their reasonable
and properly documented out-of-pocket expenses that are incurred in attending
meetings of the Board or directly related to the performance of their duties to or as
delegated by the Board.

(d) The Company shall indemnify the Directors as provided in ARTICLE 17.

7.4 Chairman and Vice Chairman of the Board

(a) The chairman of the Board (the “Chairman”) shall be appointed by Angju from
among its Directors serving on the Board. The Chairman shall exercise his authority
within the limits prescribed by the Board. The Chairman shall simultaneously serve
as the legal representative of the Company.

(b) The Company shall have two (2) vice chairmen (each a “Vice Chairman”), one of
which appointed by Harvest and the other appointed jointly by Ulysses, Skaneateles
and Thornton, in each case, from among its Directors serving on the Board. The
Vice Chairmen shall exercise their authority within the limits prescribed by the Board.

7.5 Quorum and Attendance at Meetings of the Board

(a) Except as otherwise provided herein, meetings of the Board shall require a quorum of
seven (7) Directors. If more than two (2) Directors notify the Company within five
(5) days after receipt of the notice of the Board meeting that he/she will be unable to
attend such meeting, such meeting shall be rescheduled and, if such Director still fails
to attend the rescheduled meeting, the Company may, upon providing written notice
to the Party nominating such absent Director and allowing for a reasonable time (as to
be stated in such notice) for such Party to cure the absentee situation, convene a
meeting of the Board without the attendance of such absent Director (for quorum
purpose, such absent Director shall be seen as having attended the meeting and having
abstained from voting); provided that under no circumstances can the Board meeting
be held without the participation of two-thirds (66.7%) of all the Directors (namely, at
least five directors); provided, further, that the provisions in this Section 7.5(a) shall
not affect any Party’s substantive management rights under this Contract, including
without limitation those rights under Section 7.8.

(b) Each Director shall have one vote. If any Director is unable to attend a meeting of
the Board for any reason, he or she may issue a letter of authorization to appoint a
proxy, who will attend such meeting and vote thereat on his or her behalf. A proxy
appointed by a Director shall have the same rights and powers as the Director who
issues such letter of authorization. If the number of the Directors who attend any

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 meeting of the Board in person or by proxy fails to meet the quorum as specified
above, the Board shall not pass any resolution on any matter. Attendance at any
meeting of the Board constitutes a consent to and acceptance of the notice of such
meeting. Directors shall in good faith use their best efforts to attend the meetings of
the Board, and no Director shall refuse the notice or intentionally avoid attending the
meetings of the Board for the purpose of frustrating the quorum requirement of the
Board.

7.6 Meetings of the Board

(a) Meetings of the Board shall be convened and presided over by the Chairman. If the
Chairman is not available at a meeting of the Board then any Vice Chairman shall
convene and preside over the meeting. Regular meetings of the Board shall be
convened from time to time but not less than twice every year. Special meetings of
the Board may be convened at any time at the request of four (4) of the Directors.
Ten (10) days prior to the proposed convention of any regular or special meeting of
the Board, each Director shall be notified in writing of the date, venue and agenda of
such meeting, although each Director may waive the requirement of such notice for
any specific meeting of the Board. In principle, meetings of the Board shall be
convened at the place where the Company is located. Meetings of the Board may
also be convened by way of a telephone conference or similar communications
equipment so long as all Directors participating in the meeting can hear each other.
A resolution of the Board may be signed by all Directors by fax or in any other proper
written form and a resolution thus signed shall have the same effect and validity as
one passed at a duly convened meeting of the Board.

(b) Each Director shall submit to the Company a fax number and a contact address within
the territory of the PRC at the first meeting of the Board. All notices to the Directors
shall be served on them by hand or by fax, and whichever arrives earlier shall be
deemed as the time of delivery. Delivery of such notices shall be judged in
accordance with the provisions of Section 18.11.

7.7 General Voting Standard of the Board

(a) Subject to Section 7.8 or as otherwise explicitly provided in this Contract (including
its appendix) or the Articles of Association, a resolution of the Board shall be made
by at least five (5) of the Directors present at the meeting of the Board.

(b) Each Party hereby agrees that if any Fund or the general partner thereof (or other
highest authority thereof, if applicable) confers on the Board the power to appoint
members of its investment committee or similar body (including to remove such
member and appoint any successor to fill in such position due to resignation, death or
removal of such member), the Board shall exercise the power hereof in accordance
with Section 7.7(a).

(c) The Board of Directors shall have the right to determine the annual budget of the
Company (including the remuneration budget for employees), the remuneration for
Officers and the annual business plan of the Company. The Board shall exercise the
power hereof in accordance with Section 7.7(a).

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7.8 Matters Requiring Unanimous Consent of the Board

Resolutions involving any of the following matters may only be adopted upon the affirmative
vote of all the Directors present at the meeting of the Board (whether by being physically
present at the meeting, by proxy voting or by participating through teleconference where each
Director can hear and be heard by other Directors), or upon the unanimous written consent of
all Directors if no Board meeting is convened:

(a) The timing and method of distributions of accumulated profits of the Company in
accordance with the provisions of this Contract;

(b) Any amendment of the business scope of the Company;

(c) Any amendment to the Articles of Association;

(d) Suspension and dissolution of the Company;

(e) Any increase or decrease in the registered capital of the Company;

(f) Merger and division of the Company;

(g) Any major change in the accounting and tax principles of the Company (other than
those required by the Law applicable to the Company) or appointment and
replacement of the independent auditor (each Party shall not unreasonably refuse such
appointment or replacement); and

(h) Any other major matter that the Parties agree requires the unanimous approval by all
the Directors, or other matters as may be required by applicable PRC Law.

7.9 Resolutions of the Board

A resolution of the Board shall be written in Chinese (accompanied with the English
translation, if necessary) and, after it has been signed by the Directors or proxies appointed
by the Directors, it shall be kept in the files of the Company and copies of it shall be
delivered to each Party.

7.10 Audit Committee; Remuneration Committee

The Board shall set up an audit committee (“Audit Committee”), which shall consist of three
(3) members. Each of Angju and Harvest shall have the right to appoint one (1) member and
the remaining member shall be appointed jointly by Ulysses, Skaneateles and Thornton, in
each case, from among its Directors serving on the Board. The Audit Committee shall be
responsible for all matters relating to the audit of the Company. Any resolution of the Audit
Committee shall be made by all the three (3) members. The Board shall set up a
remuneration committee (“Remuneration Committee”), which shall consist of three (3)
members. Each of Angju and Harvest shall have the right to appoint one (1) member and the
remaining member shall be appointed jointly by Ulysses, Skaneateles and Thornton, in each
case, from among its Directors serving on the Board. The Remuneration Committee shall
be responsible for reviewing the remuneration budget for Officers and the annual

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remuneration budget for employees prepared and submitted by the General Manager and
thereafter submitting proposals in connection therewith to the Board. Any resolution of the
Remuneration Committee shall be made by all the three (3) members.

ARTICLE 8 SUPERVISORS

8.1 Supervisors; Powers

The Company will not have a board of supervisors, but it shall have one supervisor (the
“Supervisor”). None of the Directors or the Officers shall serve concurrently as the
Supervisor. The responsibilities of the Supervisor shall be those as may be required by
applicable Law of the PRC, and neither this Contract nor any agreement between the Parties
(express or otherwise) shall provide the Supervisor with responsibilities that are in addition to
those that are required under applicable Law of the PRC. In general, the Parties observe that
the current applicable Law of the PRC provides that the Supervisor may exercise the
following powers:

(a) To make an examination of the financial affairs of the Company;

(b) To exercise supervision over the Directors and the Officers in their performance of
their duties to the Company and, in the event of any violation by a Director or an
Officer of any Law, administrative regulation, or provision of the Articles of
Association, to make a recommendation to any Party or the Board (as applicable) that
such Director or officer be dismissed;

(c) When any Director, Officer commits any act that harms the interests of the Company,
to require that such Director or Officer rectify such act; and

(d) To institute legal proceedings against any Director or any Officer in accordance with
the provisions of relevant Law of the PRC.

8.2 Appointment

Harvest, Ulysses, Skaneateles and Thornton shall jointly appoint the Supervisor. The
Supervisor shall serve a term of three (3) years, renewable upon joint reappointment by
Harvest, Ulysses, Skaneateles and Thornton. Harvest, Ulysses, Skaneateles and Thornton
shall have the right to jointly remove, reappoint and/or designate any successors to the
Supervisor by written notice to the Company.

8.3 Compensations and Expenses

The Company may pay Supervisor compensation for his/her performance of the supervisor
duties. In addition, the Company shall reimburse the Supervisor for all reasonable and
properly documented out-of-pocket expenses incurred in its capacity as the Supervisor. The
Company shall indemnify the Supervisor as provided in ARTICLE 17.

ARTICLE 9 STRUCTURE OF OPERATIONS AND MANAGEMENT

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9.1 Management Personnel

The Company shall establish an operations management structure, to be responsible for the
day-to-day work of operations management of the Company. The operations management
structure of the Company shall consist of (i) a General Manager (the “General Manager”), (ii)
several Deputy General Managers (each a “Deputy GM”), and (iii) such other officers as the
General Manager shall deem necessary from time to time (collectively with the General
Manager and Deputy GMs, the “Officers”).

(a) Any Party has the right to nominate the General Manager and shall further be entitled to
elect to remove such General Manger and to nominate any successor to fill any vacancy
caused by the resignation, death or removal thereof. Such nominations of appointment
or removal shall be submitted to the Board for approval and the Board shall exercise the
power hereof in accordance with Section 7.7(a). Mr. Jonathan Li shall serve as the
first General Manager.

(b) The General Manager has the right to nominate other Officers according to the operation
and management needs of the Company, and shall further be entitled to elect to remove
such Officers and to nominate any successor to fill any vacancy caused by the
resignation, death or removal thereof. Such nominations of appointment or removal
shall be submitted to the Board for approval and the Board shall exercise the power
hereof in accordance with Section 7.7(a).

9.2 Responsibilities of Officers

(a) The General Manager takes the responsibility of managing the Company under the
supervision of the Board. The General Manager shall be responsible for the
implementation of the various resolutions of the Board and to organize and lead the
day-to-day general and executive operations management and administrative work of
the Company in accordance with the terms of this Contract. The General Manager
shall be responsible for submitting the annual budget of the Company (including the
remuneration budget for employees), the remuneration budget for Officers and annual
business plan of the Company to the Board for its review and approval. The General
Manager shall expressly have the ability to make all operational decisions not
exclusively reserved to the Board, including all decisions involving the hiring or firing
of personnel of the Company as well as decisions on remuneration of employees
under the employees’ remuneration budget as approved by the Board. The General
Manager shall also have the right to set up an advisory committee according to the
operational needs of the Company by engaging in industry experts or other
consultants so as to obtain necessary advisory services for the Company.

(b) The Deputy GMs shall generally be responsible for (i) all decisions involving the
responsibilities of personnel of the Company, as may be delegated by the General
Manager, (ii) implementing any resolution of the Board specifically designated to the
Deputy GMs, and (iii) reporting to and assisting the General Manager in his/her
responsibilities.

9.3 Term of Office, Removal and Replacement

13
(a) Each Officer shall hold office until such Officer resigns or is removed. Each of the
Officers shall serve a term of three (3) years, renewable according to the procedures set
forth in Section 9.1(a) or Section 9.1(b) (where applicable).

(b) In case of graft or serious dereliction of duty of any Officer, the appointing Party or the
General Manager may report to the Board and request investigation so as to remove and
replace the Officer in accordance with the provisions of ARTICLE 9 herein.

(c) If any Officer is discharged or otherwise departs, a successor shall be appointed in

accordance with the provisions of ARTICLE 9 herein.

ARTICLE 10 LABOR MANAGEMENT

The General Manager shall be responsible for all matters concerning the employees of the
Company such as recruitment, employment, dismissal, compensation, labor protection, welfare
benefits, and labor discipline. All matters concerning the Officers and employees of the
Company, including remuneration, social security, welfare benefits, subsidy, standard travel
expenses and incentive mechanism shall be carried out by reference to the market standard of
international equity fund industry.

ARTICLE 11 TAXES, FINANCE AND AUDITING

11.1 Taxation

(a) The Company and the Parties shall pay taxes, charges and fees in accordance with the
applicable PRC Law applicable to foreign-funded enterprises.

(b) The Parties shall seek to confirm the benefits for the Company, the Parties and all of
their personnel of all of the applicable tax exemptions, reductions, privileges and
preferences which are now or in the future become obtainable under the Law of the PRC
and under any applicable treaties or international agreements to which the PRC may now
be or may hereafter become a party.

11.2 Financial and Accounting System

The Company shall keep accounts and prepare financial statements in Chinese and in
accordance with the accounting principles generally accepted in the PRC. Relevant financial
statements prepared for the Company shall be true and complete and fairly represent the
financial position of the Company as of the date of each such statement and the results of
operations for the fiscal period covered thereby.

11.3 Books

All account books prepared by the Company shall be made available at any Party’s request, for
inspection or audit by any Party or its representatives at all reasonable times. Each Party shall
have the right at any time to retain independent accountants to audit the books and records of the
Company at its own expense. The Company and any other Parties shall extend full cooperation

14
to any such accountants, and shall allow them full access to the books and records of the
Company.

11.4 Independent Auditor

The Company shall engage an internationally recognized “Big Four” accounting firm (the
“Independent Auditor”) to audit the books and records of account of the Company as of the
end of each Fiscal Year in accordance with PRC accounting standards and IFRS and prepare
relevant audit report.

11.5 Currency

The Company shall use the Renminbi as its accounting unit. The conversion of foreign
currencies into Renminbi for accounting purposes shall be calculated according to the middle
rate between the buying and selling rates quoted by the People’s Bank of China for the relevant
currency on the date of the relevant transaction, unless the Parties agree on and applicable PRC
Law permits the use of another exchange rate for such conversions.

11.6 Fiscal Year

The initial Fiscal Year of the Company begins on the Establishment Date and ends on the 31st
day of December of such calendar year. Thereafter, the fiscal year of the Company (the
“Fiscal Year”) shall be the calendar year and the final Fiscal Year shall begin on January 1 and
end on the date of dissolution of the Company. Except as otherwise required by Law, the
Company shall have the same Fiscal Year for income tax and for financial accounting purposes.

11.7 Reports and Meeting

The Company shall furnish annual audited financial statements of the Company to the Parties
and conduct a meeting of the Parties at such time and in such frequency as may be determined
by the Parties. The Company shall furnish to each Party unaudited six-month financial reports
of the Company once they become available.

ARTICLE 12 PROFIT DISTRIBUTION

12.1 Three Funds

The Company shall make allocations of after tax profits to a reserve fund, an enterprise
expansion fund and a bonus and welfare fund for employees of the Company (collectively,
the “Three Funds”), as determined by the Board in accordance with the business
circumstances of the Company and applicable PRC Law. Any amounts to be contributed to
such the Three Funds shall be set aside prior to distribution of after-tax profit.

12.2 Distributable Profits

Cash profits of the Company remaining after paying income tax in accordance with the
applicable PRC Law and making allocations to the Three Funds and any other deductions or
payments required by applicable PRC Law, applicable accounting rules or this Contract or

15
decided by the Board (the “Distributable Profits”) may be distributed to the Parties as
stipulated hereunder.

12.3 Profit Distribution

The profit distribution plan and the amount of profits to be distributed to each Party shall be
determined by the Board within the first six (6) months following the close of each Fiscal
Year. To the extent the Company distributes any Distributable Profits to its equity holders,
such Distributable Profits shall be distributed to the Parties in proportion to their respective
equity interest and in a manner as required by and consistent with applicable PRC Law and
shall, upon a Party’s request, provide assistance to such Party as may be required to effect
such a distribution; nevertheless, each Party shall generally be responsible for its own tax
obligations and the cost and expenses associated with the processing and payment of its
portion of such distributable amount of after-tax profits.

The Parties further agree that each Party will use its best efforts to complete the distribution of
the profits of the Company in accordance with the provisions of this ARTICLE 12 (including
but not limited to securing any necessary approvals and consents and urging the Directors it has
appointed to vote for such profit distribution at a meeting of the Board) as determined by the
Board.

ARTICLE 13 TERM OF THE FOREIGN-FUNDED ENTERPRISE

13.1 Term of the Foreign-Funded Enterprise

(a) The term of the Company shall be thirty (30) years from the Establishment Date;
provided, however, that the Company shall be terminated upon the occurrence of any
of the events as described in ARTICLE 14 hereof.

(b) Prior to the expiration of the term of the Company, or any extension thereof, the
Parties may agree to extend such term by unanimous written resolution. The Parties
shall apply for extension with MOFCOM not later than six (6) months prior to the
expiration of such term or extension and, after approval or filing of MOFCOM
(depending on the then applicable laws and regulations), the Company shall register
the extension with the Registration Authority.

ARTICLE 14 LIQUIDATION

14.1 Liquidation

(a) The Company shall be liquidated in accordance with the relevant applicable Law of the
PRC, if:

(i) the Parties unanimously agree to such termination in writing;

(ii) the term of the Company expires; or

(ii) the Company becomes bankrupt, liquidation or dissolution proceedings have been

16
 initiated against the Company, or the Company has wound up all of its business.

(b) The Board shall establish a liquidation committee, which shall be responsible for the
liquidation of the assets of the Company. The liquidation committee shall be composed
of six (6) members, each Party shall have the right to nominate one (1) member, and the
remaining member shall be the General Manager. The liquidation committee shall
decide on all the matters within the limits of its authority by passing resolutions thereon
at its meetings and no resolutions on such matters shall be implemented unless passed by
a simple majority of the members of the liquidation committee (i.e. three members of all
the five members).

(c) The liquidation committee shall conduct a comprehensive examination and liquidation
of the assets and liabilities of the Company, on the basis of which it shall come up with a
liquidation plan (the “Liquidation Plan”). After the Board approves the Liquidation
Plan, the liquidation committee shall submit it to the examination and approval authority
for record. The liquidation committee shall be responsible for the implementation of
the Liquidation Plan approved by the Board.

(d) Any balance that remains after completion of the liquidation (the “Liquidation
Balance”) shall be distributed in the manner as prescribed in Section 14.2.

14.2 Manner of Distribution

According to the principles of equality and mutual benefit, through friendly discussions, and
after taking into full consideration the conditions for cooperation between the Parties and their
respective rights and obligations as well as the risks involved in equity investments, the Parties
agree that the proceeds from the Liquidation Balance as provided in Section 14.1 shall be
distributed in the following order of priority:

(a) Any expenses incurred in the liquidation;

(b) Any outstanding debts of the Company (if any), including any severance or owed
salaries and bonuses to any staff and employee employed by the Company to the extent
the payments of such severance and bonuses and are mandated by applicable Laws of
the PRC;

(c) Any payments and deductions as required by applicable Law of the PRC (including
payable taxes, if any) to be made in priority; and

(d) Any remaining distribution shall be made to the Parties according to their respective
equity interest percentage in the Company, that is, 40% to Angju, 30% to Harvest, 10%
to Ulysses, 10% to Skaneateles and 10% to Thornton.

The Company shall distribute the Liquidation Balance to the Parties in proportion to their
respective equity interest and in a manner as required by and consistent with applicable PRC
Law and shall, upon a Party’s request, provide assistance to such Party as may be required to
effect such a distribution of Liquidation Balance; nevertheless, each Party shall generally be
responsible for its own tax obligations and the cost and expenses associated with the
processing and payment of its portion of such distribution of Liquidation Balance.

17
 ARTICLE 15 INSURANCE

15.1 Insurance

The Company shall take out the various types of forced insurances according to PRC applicable
Law.

ARTICLE 16 AMENDMENT OF CONTRACT

16.1 Amendments

Amendments to this Contract shall be made by a written agreement signed by each of the Parties
and shall be submitted to the original MOFCOM (or its successor) for approval or filing
(depending on the then applicable laws and regulations).

ARTICLE 17 LIABILITIES FOR BREACH OF CONTRACT;

INDEMNIFICATION

17.1 Breach of Contract

A Party shall be deemed in breach of this Contract if such Party:

(a) commits a material breach of its obligations under this Contract, or otherwise fails to
fully perform, or suspends (without the express consent of the other Party) its
performance of, its obligations under this Contract, which is not cured within 45 days
(unless another provision of this Contract provides for a lesser number of days) after
notice;

(b) shall (i) fail generally to pay its debts as they become due, (ii) admit in writing its
inability to pay its debts generally as they become due, (iii) commence a voluntary
bankruptcy or insolvency case or proceeding, (iv) consent to, or acquiesce in, the
institution of a bankruptcy or an insolvency proceeding against it or the entry of a
judgment, decree or order for relief against it in an involuntary case or proceeding, (v)
apply for, consent to or acquiesce in the appointment of or taking possession by a
custodian of its business or of any part of its property, (vi) make a general assignment
for the benefit of its creditors or (vii) take any corporate action in furtherance of or to
facilitate, conditionally or otherwise, any of the foregoing; or

(c) shall be subject to a judgment, decree or order of court of competent jurisdiction

which (i) is for relief against it in an involuntary bankruptcy or insolvency case, (ii)
appoints a custodian of its business or for any part of its property or (iii) orders the
winding-up or liquidation of its affairs; and such judgment, decree or order shall
remain unrevoked and in effect for a period of 30 consecutive days; or any bankruptcy
or insolvency petition or application shall be filed, or any bankruptcy case or

18
 insolvency proceeding shall be commenced against it and such petition, application,
case or proceeding is not dismissed within 60 days.

In the case of any event described in the foregoing clauses (a), (b) or (c) (each an “Event of
Default”), such Party shall for the purposes hereof be deemed a “Defaulting Party”,
however, with respect to a default described in clause (a), such Party shall not be deemed a
Defaulting Party until receipt of a notice (a “Default Notice”) from the Company of the
occurrence of such Event of Default). The Party(s) that is not the Defaulting Party shall for
the purposes hereof be deemed “Non-Defaulting Party”, and any Non-Defaulting Party may
also serve a Default Notice on the Defaulting Party. The Parties agree that upon any Event
of Default by a Party at any time, all of the succeeding provisions of this ARTICLE 17 shall
apply.

17.2 Damages

(a) If the Company suffers any cost, liability or loss as a result of a breach of contract by any
Defaulting Party, the Defaulting Party shall indemnify and hold the Company harmless
from and against any such actual cost, liability incurred, and direct loss, including but
not limited to the Company’s expenses paid to employees of the Company and
reasonable attorney’s fees and expenses, and which loss shall exclude any consequential,
indirect losses or loss in future potential profits.

(b) If a Non-Defaulting Party suffers any cost, liability or loss directly as a result of a breach
of this Contract (including any of the provisions of the appendix hereto) by the
Defaulting Party, the Defaulting Party shall indemnify and hold such Non-Defaulting
Party harmless from and against any such actual cost, liability incurred, direct loss and
reasonable attorney’s fees and expenses, however, such loss shall exclude any
consequential, indirect losses or loss in future potential incomes; further, the
Defaulting Party shall not be obligated to indemnify the Non-Defaulting Party if it has
already indemnified the Company for such amount.

(c) In the case of an Event of Default described by Sections 17.1(b) or (c), or in the case
of a default described by Section 17.1(a) that has not been cured within the 45-day
period provided for in such section, the Defaulting Party has not remedied the default
or the matter has not otherwise been settled to the satisfaction of the Non-Defaulting
Party, then the Non-Defaulting Party shall have the right, at their option, to (x) obtain
monetary damages from the Defaulting Party as set forth in Section 17.2(b), (y)
terminate this Contract upon written notice to the Defaulting Party, in which event the
provisions of ARTICLE 14 shall apply.

17.3 Indemnification of Covered Person

(a) Except for any Disabling Conduct by such person as the Directors, Supervisor,
Officers, members, agents, employees, representatives and partners of the Company
(the “Covered Person”) will not be liable to the Company or the Parties for (i)
Covered Person’s good faith act, omission, honest mistakes of judgment, or for action
or inaction, taken reasonably and in good faith for a purpose that was reasonably
believed to be in the best interests of the Company, and (ii) any losses due to such
mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any

19
 broker or other agent of the Company, provided that such broker or agent was
selected, engaged or retained and supervised with reasonable care.

(b) The Company shall indemnify, out of the assets of the Company only, the Covered
Person to the fullest extent permitted by Law and to save and hold them harmless
from and in respect of all (a) reasonable fees, costs, and expenses (including
reasonable attorney’s fee) paid in connection with or resulting from any claim, action,
or demand, whether judicial, administrative, investigative or otherwise and of any
nature whatsoever, against or involving a Covered Person or the Company, that arise
out of or in any way relate to or are incidental to the Company, its properties,
business, or affairs and (b) such claims, actions and demands and any losses, fines or
damages resulting from such claims, actions and demands, including amounts paid in
settlement or compromise (if recommended by attorneys for the Company) of any
such claim, action or demand (collectively (a) and (b) are referred to herein as
“Indemnifiable Amounts”); provided, however, that this indemnity shall not extend
to (i) the Disabling Conduct of the Covered Person or (ii) any claim, action or demand
arising solely from an internal dispute between or among Covered Persons. It is
agreed and understood that the foregoing obligations to seek indemnification from
other sources shall only reduce the Company’s obligation of indemnification
hereunder to the extent indemnification is received by the Covered Person from such
other sources.

17.4 Indemnification Procedure

If any claim for indemnification hereunder is made, the indemnified Party shall serve a notice
thereof (the “Indemnification Notice”) on the indemnifying Party as soon as practicably
possible after the indemnified Party has actually become aware of such claim, provided,
however, that failure to serve the Indemnification Notice promptly shall not place any limit on
the obligation of the indemnifying Party under such claim, except as failure to serve such notice
materially hinders the ability of the indemnifying Party to defend itself against such claim. The
Indemnification Notice shall contain the major facts of such claim, including the basis for such
claim and the amount or estimated amount of the losses that have resulted from such claim to the
best knowledge of the indemnified Party. Within twenty (20) Business Days after receipt of
the Indemnification Notice, the indemnifying Party shall give a written reply, notifying the
indemnified Party that it will pay the whole amount of such claim as specified in the
Indemnification Notice or it disputes such claim. If the indemnifying Party agrees to pay the
whole amount of such claim as specified in the Indemnification Notice, within thirty (30)
Business Days of receipt of the Indemnification Notice, the indemnified Party shall pay the
whole amount of such claim into the account designated in writing by the indemnified Party by
wire transfer. If the indemnifying Party fails to give a reply within twenty (20) Business Days
of receipt of the Indemnification Notice or the indemnifying Party gives a prompt written reply
to the indemnified Party in accordance with the provisions of this Section 17.3, stating that it
disputes such claim, the dispute over such claim shall be settled in accordance with the
provisions of ARTICLE 18.

ARTICLE 18 EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS

18.1 Governing Law

20
This Contract shall be governed by the Law of the PRC.

18.2 Languages

This Contract shall be executed in both Chinese and English versions and both versions shall
be equally authentic.

18.3 Dispute Resolution

The Parties shall initially seek to resolve any dispute or claim arising out of or in connection
with this Contract through friendly consultations. In the event such friendly consultations
fail for any reason to resolve a dispute or claim within thirty (30) days after a Party requests
in writing consultation under this Section 18.3, the dispute or claim arising out of or relating
to this Contract, including the existence, validity, interpretation, performance, breach or
termination thereof or any dispute regarding non-contractual obligations arising out of or
relating to it shall be referred to and finally resolved by arbitration administered by the Hong
Kong International Arbitration Centre under the Hong Kong International Arbitration Centre
Administered Arbitration rules in force when the notice of arbitration is submitted. The
place of arbitration shall be in Hong Kong.

18.4 Appendix

The appendix attached hereto shall be an integral part of this Contract.

18.5 Severability

If any provision of this Contract is rendered illegal, void or unenforceable under any Law, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
thereby. If any Party fails to exercise or delays in the exercise of any right or remedy
hereunder, such failure or delay shall not constitute its waiver of such or any other right or
remedy. A single or partial exercise by any Party of any right or remedy hereunder shall not
impede its further exercise of such right or remedy or any other right or remedy.

18.6 Assignment

Except as expressly provided herein, no Party may assign any of its rights, interests or
obligations hereunder without the prior written approval of all the other Parties.

18.7 Information Rights and Confidentiality

(a) Each Party, based on applicable laws and regulations as well as requirements of
governmental authorities, shall have the right to ask the Company to provide it with
information relating to the Company.

(b) Each Party must keep confidential and shall not disclose, except with the prior written
consent of all the other Parties, this Contract, any other agreement referred to herein
or any other information with respect to the Company or any Affiliate, provided that a
Party may disclose any such information:

21
 (i) as has become generally available to the public other than as a result of the
breach of this Section 18.7 by such Party or any agent or Affiliate of such
Party;

(ii) as may be required to be included in any report, statement or testimony

required to be submitted to any provincial, municipal, state or national
regulatory body having jurisdiction over such Party;

(iii) as may be required in response to any summons or subpoena or in connection

with any litigation;

(iv) to the extent necessary in order to comply with any Law, order, regulation, or
ruling applicable to such Party;

(v) to its employees and professional advisors (including such Party's auditors and
counsel), so long as such persons are advised of the confidentiality obligations
contained herein; and

(vi) as may be required in connection with an audit by any taxing authority.

A Party relying on subsection (ii), (iii), (iv) or (vi) of this Section 18.7(b) for disclosure of
information must use its best efforts to advise all the other Parties that such disclosure will
occur and cooperate with all the other Parties in seeking to avoid such disclosure to the extent
the Party can do so without risk of material penalties.

18.8 Non-Solicitation; Non-Competition

(a) Each Party of Angju, Harvest, Ulysses, Skaneateles and Thornton agrees to refrain
from, directly or indirectly, during the term of this Contract, without the consent of all
the other Parties, (i) employing or engaging, soliciting for employment or engagement,
becoming employed or engaged by, or becoming partners or co-owners with, any
employee of any of the all other Parties or its affiliates with whom such Party had
contact or dealings during the term of the Contract, and (ii) inducing any such person to
terminate his or her employment with any of all other Parties or such affiliates thereto.

(b) Each Party agrees that, during the term of the Company, without the written consent of
all the other Parties, the Parties and their controlling entities shall not, and shall cause
their respective employees, not to engage in the business which is in competition with
the Company’s business, including without limitation, prior to the expiration of the
period during which no successor fund shall be formed as provided in the Fund’s
organizational documents (e.g., limited partnership agreement), not to form any
investment vehicle with investment objectives and strategies substantially similar to
the Fund (the “Competing Fund”). The foregoing restriction does not prevent the
aforementioned persons from investing in a Competing Fund as a limited partner or in
any other capacity which does not confer the ability to participate in investment
decisions for the Competing Fund. For the avoidance of doubt, the Company’s
business in this subsection refers to fund-raising for, as well as originating, advising and
managing cross-border equity investments and divestments.

(c) The Parties acknowledge that, in the event of any breach by it of this Section 18.8,
monetary damages would be an inadequate remedy. Accordingly, without prejudice

22
 to the rights of the Company or any other Party to seek such damages or other
remedies available to it, the Company or any other Party may seek, and the breaching
party shall not contest, injunctive or other equitable relief in any proceeding the
Company or such other Party may bring to enforce the foregoing. The Parties agree
that no other Party shall become a shareholder of the Company unless such Party
agrees to be subject to a non-competition provision at least as restrictive as this
Section 18.8.

18.9 Force Majeure

When a Party or the Company cannot perform, or cannot continue to perform, or has to delay in
the performance of any of its obligations under this Contract as a result of an event that is
unforeseeable and the occurrence and consequences of which cannot be prevented or avoided,
including any material change in applicable Law or the policies of the government, war,
revolution, blockade, civil unrest, insurrection, strike, natural disaster, earthquake, infectious
disease, fire, typhoon, flood and other similar event, (a “Force Majeure Event”), those
obligation of such Party or the Company hereunder which are affected by such Force Majeure
Event shall be automatically terminated as long as the delay caused by such Force Majeure
Event lasts and the time limit for performance of such obligations shall be automatically
extended for the period during which they are terminated, and such Party shall not assume any
liabilities for breach of contract (except as such Party or the Company is in fault). However, if
the obligation affected by such Force Majeure Event is a payment obligation, the Party that is
obligated to make such payment shall, to the extent permitted under the applicable Law, pay any
amount payable by it into the account designated by the Party that is entitled to receive such
amount, and any interest accrued on such amount shall be the property of the Party that is
entitled to receive such amount. If either Party or the Company cannot perform, or cannot
continue to perform, or has to delay the performance of any of its obligations under this Contract
for more than six (6) months due to a Force Majeure event, the Parties shall negotiate on such
Force Majeure event and its relevant matters to seek for fair and reasonable resolutions.

The Party that claims that it has been affected by a Force Majeure Event shall promptly notify
all the other Parties of occurrence of such event and provide adequate evidence of the
occurrence of such event and the period during which it lasts. The Parties shall consult and
cooperate with each other to seek an appropriate settlement with respect to such event and to
strive to reduce the effect of such event to the minimum.

18.10 Effectiveness

This Contract shall become effective as of the Signature Date. The Parties hereby
acknowledge that the Parties shall not be obliged to submit this Contract to MOFCOM for
approval or filing (depending on the then applicable laws and regulations) until each Party
obtained its internal board resolution (or any other appropriate authorized act or instrument) on
its execution, delivery and performance of this Contract and the contemplated transactions
hereunder.

18.11 Notices

Notices or other communications required to be given by either Party or the Company

pursuant to this Contract shall be written in Chinese (accompanied with the English
translation, if necessary) and sent by mail, by facsimile or by hand to the address of the other

23
Party set forth in this section or to such other address as the other Party may change through
notification in the manner as described in this section. If sent by registered mail (with
postage prepaid) , such notice shall be deemed to have been delivered to the other Party after
fifteen (15) Business Days after it is posted (as indicated by the postmark thereon); if sent by
facsimile, such notice shall be deemed to have been delivered to the other Party on the date
an acknowledgement of receipt is signed if such acknowledgement of receipt is transmitted
back or on the date that is marked on the confirmation of transmission if no
acknowledgement of receipt is transmitted back; if sent by hand, such notice shall be deemed
to have been delivered to the other Party on the date it sign an acknowledgement of receipt.
No matter in what manner such notice is delivered, the Party that delivers it shall send it by
email to the Directors the other Party appoints to the Company.

Angju:

Address: Unit 3101, 31/F, Tower 2, China Central Place, 79 Jianguo Road,
Chaoyang District, Beijing, China
Postal Code: 100025
Tel: 010-5969 5858
Fax: 010-5969 6123
Email: [email protected]
Contact Person: Jason ZHU

Harvest:

Address: Room 1706-1707, Shanghai Bank Tower, No.168, Yingcheng Middle

Road, Shanghai
Postal Code: 200120
Tel: 021-6859 1086
Fax: 021-6859 1085
Email: [email protected]
Contact Person: Jingjing SUN

Ulysses:

Address: 152 West 57th Street, 47th Floor, New York, NY

Postal Code: 10019

Tel: 212 933 9982
Fax: 212 933 9964
Email: [email protected]
Contact Person: Sebastian Momtazi

Skaneateles:

Address: 337 S Robertson Blvd # 203, Beverly Hills, CA

Postal Code: 90211-3602
Tel: 323 301 4660
Email: [email protected]
Contact Person: Bryan M. Sullivan

24
Thornton:

Address: 14 Beacon Street, Suite 804A, Boston, Massachusetts

Postal Code: 02108
Tel: 617 248 9440
Email: [email protected]
Contact Person: Michael LEONARD

18.12 Counterparts

This Contract shall be executed in ten (10) originals. Each Party and the Company shall
keep one (1) original, and the remaining originals shall be submitted for approval or filing
(depending on the then applicable laws and regulations), registration and for reservation.
Each counterpart shall be deemed to be an original and all of them shall constitute the same
document.

[The remainder of this page is intentionally left blank and the signature page follows]

25
In witness whereof, the Parties have caused their duly authorized representatives to execute
this Contract as of the date first written above.

Angju:
Angju (Shanghai) Investment Consulting Co., Ltd.

By: _________________
Name:
Title:

Harvest:
Shanghai Ample Harvest Financial Services (Group) Co., Ltd.

By: _________________
Name:
Title:

Ulysses:
Ulysses Diversified, Inc.

By: _________________
Name:
Title:

Skaneateles:

Skaneateles, LLC
By: _________________
Name:
Title:

Thornton:
Thornton Group LLC

By: _________________
Name:
Title:

S-1 Equity Joint Venture Contract

 APPENDIX A - DEFINED TERMS

Unless the context shall otherwise require, the following terms have the meanings specified
below for purposes of this amended and restated joint venture contract of BHR Partners
(Shanghai) Equity Investment Fund Management Co., Ltd. dated as of ,
2023, including all exhibits and schedules to it, and for purposes of any other document that
incorporates this Appendix A by reference. The following definitions are equally applicable
in the singular and plural forms and apply to the feminine, masculine and neuter forms of
each defined term. Any agreement defined or referred to in this Appendix A includes each
amendment, modification and supplement thereto and any applicable waiver thereof in effect
from time to time.

“Affiliate” means, with respect to a Person, any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, such Person. For the purposes of this definition, the term “control” and its
corollaries means (a) the direct or indirect ownership of in excess of fifty percent (50%) of
the equity interests (or interests convertible into or otherwise exchangeable for equity
interests) in a Person or (b) the possession of the direct or indirect right to vote in excess of
fifty percent (50%) of the voting shares or elect in excess of fifty percent (50%) of the board
of directors or other governing body of a Person (whether by equity ownership, contract or
otherwise).

“Angju” has the meaning set forth in ARTICLE 1 of this Contract.

“Approval/Filing Certificate” has the meaning set forth in Section 3.4(a) of this
Contract.

“Approval/Filing Date” has the meaning set forth in Section 3.4(a) of this Contract.

“Articles of Association” means the articles of association of the Company, as

amended or supplemented from time to time.

“Audit Committee” has the meaning set forth in Section 7.10 of this Contract.

“Board” has the meaning set forth in Section 7.1 of this Contract.

“Business Day” means any day other than (a) Saturday and Sunday and (b) any other
day on which banks located in Shanghai are required or authorized by Law to remain closed.

“Business License” has the meaning set forth in Section 3.5 of this Contract; means
the business license approved or otherwise embodies the scope of business as set out under
Section 4.2 as issued to the Company by the relevant office of the Registration Authority in
accordance with applicable Law.

“Chairman” has the meaning set forth in Section 7.4 of this Contract.

“Company” has the meaning set forth in ARTICLE 1 of this Contract.

A-1 Equity Joint Venture Contract

 “Competing Fund” has the meaning set forth in Section 18.8(b) of this Contract.

“Consents” means any consent, approval, authorization, waiver, permit, grant,

concession, agreement, license, exemption or order of, registration, certificate, declaration or
filing with, or report or notice to, any Person, including, without limitation, any
Governmental Approvals secured from any Government Authority.

“Contract” has the meaning set forth in ARTICLE 1 of this Contract.

“Covered Person” has the meaning set forth in Section 17.3(a) of this Contract.

“Default Notice” has the meaning set forth in Section 17.1 of this Contract.

“Defaulting Party” has the meaning set forth in Section 17.1 of this Contract.

“Deputy GM” has the meaning set forth in Section 9.1 of this Contract.

“Director” has the meaning set forth in Section 7.3 (a) of this Contract.

“Disabling Conduct” means, with respect to a Covered Person, gross negligence (as
such term is construed in accordance with the Law of the PRC), willful (as such term is
construed in accordance with the Law of the PRC) and material (as such term is construed in
accordance with the Law of the PRC) breach of this Contract, fraud (as such term is
construed in accordance with the Law of the PRC), or breach of a fiduciary duty (as such
term is construed in accordance with the Law of the PRC) arising under this Contract. For
purposes of the preceding sentence: (i) a Covered Person that consults with legal counsel or a
certified public accountant that is independent with respect to the Company and such
Covered Person in respect of Company affairs shall be deemed to have acted in good faith
and without negligence with regard to any action or inaction that is taken in accordance with
the advice or opinion of such advisor so long as such advisor was selected and retained with
reasonable care; and (ii) a Covered Person’s reliance upon the truth and accuracy of any
written statement, representation or warranty of an Investor shall be deemed to have been
reasonable and in good faith absent such Covered Person’s actual knowledge that such
statement, representation or warranty was not, in fact, true and accurate.

“Distributable Profits” has the meaning set forth in Section 12.2 of this Contract.

“Establishment Date” has the meaning set forth in Section 3.5 of this Contract.

“Event of Default” has the meaning set forth in Section 17.1 of this Contract.

“Fiscal Year” has the meaning set forth in Section 11.6 of this Contract.

“Force Majeure Event” has the meaning set forth in Section 18.9 of this Contract.

“Fund” has the meaning set forth in Section 3.2(b) of this Contract.

“General Manager” has the meaning set forth in Section 9.1 of this Contract.

A-2 Equity Joint Venture Contract

 “Government Authority” means any government or any agency, arbitrator, authority,
bureau, board, commission, court, department, official, political subdivision, tribunal or other
instrumentality of any government of the PRC, any foreign country or any domestic or foreign
state, county, city or other political subdivision.

“Governmental Approvals” means any approvals, licenses, permits, certificates,

authorizations, or any exemption of the foregoing, required to be issued by any Government
Authorities.

“Harvest” has the meaning set forth in ARTICLE 1 of this Contract.

“IFRS” means the body of pronouncements issued by the International Accounting

Standards Board.

“Indemnifiable Amounts” has the meaning set forth in Section 17.3(b) of this
Contract.

“Indemnification Notice” has the meaning set forth in Section 17.4 of this Contract.

“Independent Auditor” has the meaning set forth in Section 11.4 of this Contract.

“Law” means any published laws, regulations, rules, provisions, circulars, permits,
authorizations, interpretations, orders or decisions of any government authorities or legislative
authorities or judgments, awards, decisions or interpretations of any judicial authorities.

“Liquidation Balance” has the meaning set forth in Section 14.1 (e) of this Contract.

“Liquidation Plan” has the meaning set forth in Section 14.1 (c) of this Contract.

“MOFCOM” has the meaning set forth in Section 3.3(a) of this Contract.

“Non-Defaulting Party” has the meaning set forth in Section 17.1 of this Contract.

“Officers” has the meaning set forth in Section 9.1 of this Contract.

“Party” or “Parties” have the meaning set forth in ARTICLE 1 of this Contract.

“Person” means any natural person or entity, including a corporation, partnership,

association, limited liability company, limited liability partnership, joint-stock company,
trust, unincorporated association, government or governmental agency or authority, organized
under the Law of any jurisdiction.

“PRC” means the People’s Republic of China, and solely for the purposes of this
Contract, shall exclude Hong Kong SAR, Macau SAR and Taiwan.

“Registration Authority” means the State Administration for Industry and Commerce
or its local office in the locality where the Company is to be located having administrative
authority over registration of foreign-invested enterprises as provided by relevant applicable
Law.

A-3 Equity Joint Venture Contract

“Skaneateles” has the meaning set forth in ARTICLE 1 of this Contract.

“Supervisor” has the meaning set forth in Section 8.1 of this Contract.

“Thornton” has the meaning set forth in ARTICLE 1 of this Contract.

“Three Funds” has the meaning set forth in Section 12.1 of this Contract.

“Transfer” has the meaning set forth in Section 5.4(a) of this Contract.

“Vice Chairman” has the meaning set forth in Section 7.4 of this Contract.

“Ulysses” has the meaning set forth in ARTICLE 1 of this Contract.

A-4 Equity Joint Venture Contract

 TABLE OF CONTENTS
Page

ARTICLE 1 GENERAL PROVISIONS .............................................................................. 1

ARTICLE 2 PARTIES TO THE JOINT VENTURE......................................................... 1
2.1 The Parties to the Joint Venture ................................................................... 1
2.2 Change in the Information............................................................................. 2
ARTICLE 3 ESTABLISHMENT OF THE EQUITY JOINT VENTURE ....................... 2
3.1 Establishment of the Equity Joint Venture .................................................. 2
3.2 Name of the Equity Joint Venture ................................................................ 3
3.3 Application ...................................................................................................... 3
3.4 Approvals/Filings ............................................................................................ 3
3.5 Business License.............................................................................................. 3
3.6 Activities of the Company .............................................................................. 4
3.7 Legal Status ..................................................................................................... 4
ARTICLE 4 PURPOSE AND BUSINESS SCOPE ............................................................. 4
4.1 Purpose ............................................................................................................ 4
4.2 Business Scope................................................................................................. 4
ARTICLE 5 TOTAL INVESTMENT AND REGISTERED CAPITAL .......................... 4
5.1 Total Investment ............................................................................................. 4
5.2 Registered Capital .......................................................................................... 4
5.3 Verification Report and Contribution Certificate ....................................... 5
5.4 Equity Transfer............................................................................................... 5
5.5 Other Transfers .............................................................................................. 6
5.6 Liability of Transferor ................................................................................... 6
ARTICLE 6 REPRESENTATIONS, WARRANTIES AND
RESPONSIBILITIES OF THE PARTIES ............................................ 6
6.1 Representations and Warranties of the Parties ........................................... 7
6.2 Compliance with Laws ................................................................................... 7
ARTICLE 7 BOARD OF DIRECTORS .............................................................................. 8
7.1 Authority of the Board ................................................................................... 8
7.2 Establishment of the Board ........................................................................... 8
7.3 Number of Members; Appointments; Remunerations ............................... 8
7.4 Chairman and Vice Chairman of the Board ................................................ 9
7.5 Quorum and Attendance at Meetings of the Board .................................... 9
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 TABLE OF CONTENTS
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7.6 Meetings of the Board .................................................................................. 10

7.7 General Voting Standard of the Board....................................................... 10
7.8 Matters Requiring Unanimous Consent of the Board .............................. 11
7.9 Resolutions of the Board .............................................................................. 11
7.10 Audit Committee; Remuneration Committee ............................................ 11
ARTICLE 8 SUPERVISORS .............................................................................................. 12
8.1 Supervisors; Powers ..................................................................................... 12
8.2 Appointment.................................................................................................. 12
8.3 Compensations and Expenses ...................................................................... 12
ARTICLE 9 STRUCTURE OF OPERATIONS AND MANAGEMENT ...................... 12
9.1 Management Personnel ................................................................................ 13
9.2 Responsibilities of Officers .......................................................................... 13
9.3 Term of Office, Removal and Replacement ............................................... 13
ARTICLE 10 LABOR MANAGEMENT........................................................................... 14
ARTICLE 11 TAXES, FINANCE AND AUDITING ....................................................... 14
11.1 Taxation ......................................................................................................... 14
11.2 Financial and Accounting System ............................................................... 14
11.3 Books .............................................................................................................. 14
11.4 Independent Auditor .................................................................................... 15
11.5 Currency ........................................................................................................ 15
11.6 Fiscal Year ..................................................................................................... 15
11.7 Reports and Meeting .................................................................................... 15
ARTICLE 12 PROFIT DISTRIBUTION .......................................................................... 15
12.1 Three Funds .................................................................................................. 15
12.2 Distributable Profits ..................................................................................... 15
12.3 Profit Distribution ........................................................................................ 16
ARTICLE 13 TERM OF THE JOINT VENTURE .......................................................... 16
13.1 Term of the Joint Venture ........................................................................... 16
ARTICLE 14 LIQUIDATION ............................................................................................ 16
14.1 Liquidation .................................................................................................... 16

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 TABLE OF CONTENTS
(continued)
Page

14.2 Manner of Distribution ................................................................................ 17

ARTICLE 15 INSURANCE ................................................................................................ 18
15.1 Insurance ....................................................................................................... 18
ARTICLE 16 AMENDMENT OF CONTRACT .............................................................. 18
16.1 Amendments.................................................................................................. 18
ARTICLE 17 LIABILITIES FOR BREACH OF CONTRACT;
INDEMNIFICATION ............................................................................ 18
17.1 Breach of Contract ....................................................................................... 18
17.2 Damages ......................................................................................................... 19
17.3 Indemnification of Covered Person ............................................................ 19
17.4 Indemnification Procedure .......................................................................... 20
ARTICLE 18 EFFECTIVENESS OF THE CONTRACT AND
MISCELLANEOUS ............................................................................... 20
18.1 Governing Law ............................................................................................. 20
18.2 Languages ...................................................................................................... 21
18.3 Dispute Resolution ........................................................................................ 21
18.4 Appendix........................................................................................................ 21
18.5 Severability .................................................................................................... 21
18.6 Assignment .................................................................................................... 21
18.7 Information Rights and Confidentiality ..................................................... 21
18.8 Non-Solicitation; Non-Competition ............................................................ 22
18.9 Force Majeure ............................................................................................... 23
18.10 Effectiveness .................................................................................................. 23
18.11 Notices ............................................................................................................ 23
18.12 Counterparts ................................................................................................. 25
APPENDIX A - DEFINED TERMS ..................................................................................... 1

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