Exhibit 99.1

Sinovac Raises $86.73 Million Through Private Placement Transaction

BEIJING, July 3, 2018 /PRNewswire/ -- Sinovac Biotech Ltd. (NASDAQ: SVA) ("Sinovac" or the "Company"), a leading provider of biopharmaceutical products in China, today announced that it has completed a private placement of its common shares (a “private investment in public equity,” or “PIPE”) with private investors Vivo Capital and Advantech Capital. Sinovac will receive gross proceeds of $86.73 million. The proceeds will be used to increase the Company’s capabilities in research relating to quality control and to build additional production facilities to support the development and commercialization of sIPV-based combination vaccine and other new vaccine projects. It also will help Sinovac meet the growing demand for vaccines in China driven by loosening family planning policies, an aging population and an increasing awareness of vaccines, as well as increased global vaccine market demand for combination vaccines that aim to reduce risks associated with administration.

The Company also today announced the termination of the Amalgamation Agreement to take the Company private, previously entered into on June 26, 2017, with Sinovac (Cayman) Limited ("Parent") and Sinovac Amalgamation Sub Limited, a wholly owned subsidiary of Parent. The decision to terminate the going-private transaction was reached by Sinovac’s Board of Directors based on the recommendation of the independent special committee of directors formed to review the proposal.

“This PIPE transaction will improve Sinovac’s capability to continue its mission of researching, developing, manufacturing and commercializing vaccines that protect against human infectious diseases,” said Mr. Weidong Yin, Chairman, President and CEO of Sinovac. “With vaccine demand increasing and recognizing that the going-private transaction may not complete, the Board worked with management and the Board’s external financial and legal advisors to review the Company’s standalone business plan. The Board concluded that this transaction is in the best interests of the Company and its shareholders. We are confident that the facilities enabled by this capital investment will create value for all shareholders and lead to solutions that address the significant unmet medical need for vaccines in China and globally.”

Vivo Capital and Advantech Capital each received a total of 5.9 million Sinovac common shares for $7.35 per share, representing an aggregate of approximately 19.9% of the outstanding shares of Sinovac immediately before the share issuance, and representing 16.6% of the outstanding shares of Sinovac after the share issuance. Under the terms of the transaction, the new investors have the right to appoint a designee to the Sinovac’s Board of Directors, expanding the Board by one member. The transaction has been unanimously approved by the Company’s Board of Directors.

Mr. Shan Fu, Managing Partner at Vivo Capital since 2013, joined Sinovac’s Board of Directors. Prior to joining Vivo, Mr. Fu was Senior Managing Director in the Private Equity group and the Chief Representative of Blackstone’s Beijing Office. Additionally, Mr. Fu’s qualifications include experience in the Department of Foreign Investment in China’s National Development and Reform Commission, the State Economic and Trade Commission, the Office of Economic and Trade in State Council, and the Office of Production in State Council.

Now that funding is secured, the Company is commencing plans for new production and research facilities to support the development and commercialization of sIPV-based combination vaccine and other new vaccine projects. According to the World Health Organization, when it comes to administering vaccines to children, the key advantage of administering several vaccines at once is fewer clinic visits, which saves time and money. Also, when a combined vaccination is possible (e.g. for diphtheria, pertussis and tetanus), it results in fewer injections and reduces discomfort for the child. The Company is committed to developing additional vaccines that will enhance health in China and around the world, all while creating shareholder value.

Houlihan Lokey served as financial advisor, and Latham & Watkins LLP serves as legal advisor, to the Company in connection with the PIPE transaction.

About Sinovac

Sinovac Biotech Ltd. is a China-based biopharmaceutical Company that focuses on the research, development, manufacturing and commercialization of vaccines that protect against human infectious diseases. Sinovac's product portfolio includes vaccines against enterovirus71, or EV71, hepatitis A and B, seasonal influenza, H5N1 pandemic influenza (avian flu), H1N1 influenza (swine flu), and mumps. Healive, the hepatitis A vaccine manufactured by the Company has passed the assessment under WHO Prequalification procedures in 2017. The EV71 vaccine, an innovative vaccine developed by Sinovac against hand foot and mouth disease caused by EV71, was commercialized in China in 2016. In 2009, Sinovac was the first company worldwide to receive approval for its H1N1 influenza vaccine, which it has supplied to the Chinese Government's vaccination campaign and stockpiling program. The Company is also the only supplier of the H5N1 pandemic influenza vaccine to the government stockpiling program. The Company is developing a number of new products including a Sabin-strain inactivated polio vaccine, pneumococcal polysaccharides vaccine, pneumococcal conjugate vaccine and varicella vaccine. Sinovac primarily sells its vaccines in China, while also exploring growth opportunities in international markets. The Company has exported select vaccines to over 10 countries in Asia and South America. For more information please refer to the Company’s website at www.sinovacbio.com .

Safe Harbor Statement

This announcement may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements.

Investor Contacts:

Sinovac Biotech Ltd.

Helen Yang

Tel: +86-10-8279-9871

Fax: +86-10-6296-6910

Email: ir@sinovac.com

ICR

Bill Zima

Tel: +1-646-308-1707

Email: william.zima@icrinc.com

Media Contact:

Abernathy MacGregor

Sheila Ennis

Tel: +1-415-745-3294

Email: sbe@abmac.com

China Media Contact:

ICR

Edmond Lococo

Tel: +86-10-6583-7510

Email: Edmond.Lococo@icrinc.com

Exhibit 99.2

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

by and among

Vivo Capital, LLC,

Prime Success, L.P.,

and

Sinovac Biotech Ltd.

Dated as of July 2 , 2018

TABLE OF CONTENTS

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT, dated as of July 2, 2018 (this “ Agreement ”), is made by and among Vivo Capital, LLC (the “ Lead Investor ”), Prime Success, L.P. (the “ Co-Investor ”, and together with the Lead Investor, each an “ Investor ” and collectively, the “ Investors ”), and Sinovac Biotech Ltd. (the “ Company ”). The Company and the Investors are referred to herein as a “ Party ” and, collectively, as the “ Parties ”. All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

RECITALS

WHEREAS, the Company desires to issue and sell to the Investors, and the Investors desire to purchase from the Company, 11,800,000 of the Company’s common shares, $0.001 par value per share (the “ Common Shares ”), on the terms and conditions contained herein;

WHEREAS, as consideration for the issuance and sale of Common Shares by the Company, the Investors shall pay to the Company an aggregate amount of $86,730,000;

WHEREAS, in connection with such sale and purchase, the Company is willing to make certain representations and warranties and to agree to observe certain covenants set forth herein for the benefit of the Investors, and the Investors will rely on such representations, warranties and covenants as a material inducement to their purchase of the Common Shares;

WHEREAS, in connection with such sale and purchase, each of the Investors is willing to make certain representations and warranties on a several but not joint basis, and to agree to observe certain covenants set forth herein for the benefit of the Company, and the Company will rely on such representations, warranties and covenants as a material inducement to its sale of the Common Shares; and

WHEREAS, the Board of Directors of the Company (the “ Board ”) has, upon the terms and subject to the conditions set forth herein, (i) determined that the terms of this Agreement and the other Transaction Documents and the Transactions, including the issuance of the Common Shares in accordance with this Agreement, are fair to, and in the best interests of, the Company and its shareholders and (ii) approved this Agreement and the other Transaction Documents and the consummation of the Transactions, including the issuance of the Common Shares in accordance with this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the covenants, premises, representations and warranties and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties to this Agreement agree as follows:

Article 1

definitions

1.1            Definitions . As used herein, the following terms have the following meanings:

“ 2012 Share Incentive Plan ” means the Sinovac Biotech Ltd. 2012 Share Incentive Plan, as amended.

“ Affiliate ” means, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person.

“ Anticorruption Laws ” means Laws relating to anti-bribery or anticorruption (governmental or commercial) that apply to the business and dealings of any Group Company, including the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996 and the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.

“ beneficial ownership ” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3 under the Exchange Act.

“ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in New York, New York are authorized or obligated by applicable Law to remain closed or close prior to 5:00 p.m. Eastern time.

“ Company Employee Plan ” means any material plan, program, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, share or share-related awards, fringe benefits or other employee benefits or remuneration, that is or has been maintained, contributed to or required to be contributed to by any Group Company for the benefit of any current or former employee, director or officer of such Group Company, or with respect to which such Group Company has or may have any liability or obligation.

“ Company Material Adverse Effect ” means any change, event, occurrence or development (an “ Effect ”) that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided , however , that adverse Effects arising out of, resulting from or attributable to the following shall not constitute or be deemed to contribute to a Company Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, except that Effects with respect to clauses (b) and (c) of the below shall be so considered to the extent such Effect disproportionately impacts the Company relative to other companies operating in the same industry: (a) changes or proposed changes in applicable Law, GAAP or the interpretation or enforcement thereof, (b) changes in general economic, business, labor or regulatory conditions, or changes in securities, credit or other financial markets, including interest rates or exchange rates, in the United States or globally, or changes generally affecting the industries (including seasonal fluctuations) in which the Company or its Subsidiaries operate in the United States or globally, (c) changes in global or national political conditions (including the outbreak or escalation of war (whether or not declared), military action, sabotage or acts of terrorism), changes due to natural disasters or changes in the weather or changes due to the outbreak or worsening of an epidemic, pandemic or other health crisis, (d) actions or omissions taken or not taken at the request of, or with the consent of, the Investors or any of their respective Affiliates, (e) the negotiation, announcement, pendency or consummation of this Agreement and the Transactions, including the identity of, each Investor or any of its Affiliates or any communication by the Investors or any of their respective Affiliates regarding plans, proposals or projections with respect to the Company, its Subsidiaries or their employees (including any impact on the relationship of the Company or any its Subsidiaries, contractual or otherwise, with its customers, suppliers, distributors, vendors, lenders, employees or partners), (f) any Proceeding arising from allegations of breach of fiduciary duty or violation of Law relating to this Agreement or the Transactions contemplated hereby, (g) a decrease in the trading price or trading volume of, or suspension of trading in, the Shares, provided that the underlying cause of such failure (unless such underlying cause would otherwise be excluded from this definition) shall be taken into account in determining whether a Company Material Adverse Effect has occurred, or (h) any failure by the Company or any of its Subsidiaries to meet any revenue, earnings or other financial projections or forecasts, provided that the underlying cause of such failure (unless such underlying cause would otherwise be excluded from this definition) shall be taken into account in determining whether a Company Material Adverse Effect has occurred.

“ Company Option ” means each option to purchase Common Shares granted under the Share Incentive Plans on or prior to the Closing Date whether or not such option has become vested on or prior to the Closing Date in accordance with the terms thereof.

“ Company RS ” means each share of restricted stock granted under the 2012 Share Incentive Plan on or prior to the Closing Date, the restrictions over which have not lapsed on or prior to the Closing Date in accordance with the terms thereof.

“ Contract ” means any of the agreements, arrangements, contracts, leases (whether for real or personal property), powers of attorney, notes, bonds, mortgages, indentures, deeds of trust, loans, evidences of Indebtedness, letters of credit, settlement agreements, franchise agreements, undertakings, covenants not to compete, employment agreements, licenses, purchase and sale orders and other legally binding commitments, whether written or oral, to which in each case a Person is a party or to which any of the properties or assets of such Person is subject.

“ control ” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of capital stock or other Equity Interests, as trustee or executor, by Contract or credit arrangement or otherwise.

“ Corporate Governance and Nominating Committee ” means the corporate governance and nominating committee of the Board, or another committee performing the functions of nominating or selecting Persons for election or appointment to the Board.

“ Damages ” means any and all losses, Liabilities, actions, costs, damages suffered, incurred or sustained by any Person.

“ Director ” means any director of the Company.

“ Director Confidentiality Agreement ” means a Confidentiality Agreement, substantially in the form attached as Exhibit A hereto.

“ Environmental Laws ” means any and all applicable, federal, state, provincial, local or foreign Laws, and all rules or regulations promulgated thereunder, regulating or relating to Hazardous Materials, pollution, protection or clean-up of the environment (including ambient air, surface water, ground water, drinking water, land surface, subsurface strata, wildlife, plants or other natural resources), and/or the protection of health and safety of persons from exposures to Hazardous Materials.

“ Environmental Permits ” means any permit, certificate, consent, registration, notice, approval, identification number, license or other authorization required under any applicable Environmental Law.

“ Equity Interest ” means any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable into or for any such share, capital stock, partnership, limited liability company, member or similar equity interest.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Expenses ” includes all expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a Party and its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transaction Documents and the Transactions.

“ GAAP ” means generally accepted accounting principles, as applied in the United States.

“ Governmental Entity ” means (a) any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, (b) any entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government, (c) any arbitrator, arbitral body or mediator and (d) any self-regulatory organization (including the NASDAQ, or any other securities market).

“ Government List ” means any list maintained by any agency or department of any Governmental Entity in the United States of Persons, organizations or entities subject to international trade, export, import or transactions restrictions, controls or prohibitions, including (i) the Denied Persons List and Entities List maintained by the U.S. Department of Commerce, (ii) the List of Specially Designated Nationals and Blocked Persons and the List of Sectoral Sanctions Identification maintained by the U.S. Department of Treasury, (iii) the Foreign Terrorist Organizations List and the Debarred Parties List maintained by the U.S. Department of State and (iv) those Persons, organizations and entities listed in the Annex to, or are otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 21, 2004).

“ Government Official ” means any officer, employee or other individual acting in an official capacity for a Governmental Entity or agency or instrumentality thereof (including any state-owned or controlled enterprise).

“ Group Company ” means any of the Company and its Subsidiaries.

“ Hazardous Materials ” means any pollutants, chemicals, contaminants or any other toxic, infectious, carcinogenic, reactive, radioactive, corrosive, ignitable, flammable or otherwise hazardous substance or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws, including any quantity of asbestos in any form, urea formaldehyde, PCBs, radon gas, mold, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.

“ Indebtedness ” means, of any Person and as of any time, the aggregate amount of the following, without duplication: (a) the outstanding principal amount of any indebtedness for borrowed money; (b) all other obligations evidenced by bonds, debentures, notes or similar instruments of indebtedness; (c) all capitalized lease obligations that are classified as a balance sheet liability in accordance with GAAP; (d) all letters of credit, performance bonds, surety bonds, banker’s acceptances or similar obligations issued for the account of such Person; (e) all guarantees and keepwell arrangements issued by such Person; (f) to the extent not otherwise included, all indebtedness of another Person secured by a Lien on any asset owned by such first Person, whether or not such indebtedness is assumed by such first Person; (g) all obligations due and payable under any interest rate swap agreements or interest rate hedge agreements and similar agreements to which any such Person is a party; (h) all obligations issued or assumed as the deferred purchase price of property or services with respect to which any Person is liable, contingent or otherwise (including conditional sale obligations and “earn-out” obligations but excluding trade payables arising in the ordinary course of business); and (i) any interest owed with respect to the indebtedness referred to above and prepayment penalties, premiums, breakage or fees and expenses due and payable with respect thereto.

“ Intellectual Property ” means all intellectual property rights in any jurisdiction, including: (a) patents and patent applications; (b) trademarks, service marks, trade dress, logos, slogans, brand names, trade names, Internet domain names, social media accounts and corporate names (whether or not registered), and other indicia of origin, and all applications and registrations in connection therewith; (c) copyrights (whether or not published), rights of attribution, publicity and privacy, and all applications and registrations in connection therewith; (d) intellectual property rights in Software Programs; (e) mask works and industrial designs, and all applications and registrations in connection therewith; and (f) trade secrets and other intellectual property rights in confidential and proprietary information, inventions, ideas, research and development information, know-how, recipes, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, research records, test information, financial, marketing and business data, customer and supplier lists, algorithms and information, pricing and cost information, business and marketing plans and proposals, databases and compilations of data, methods and techniques, and manuals and specifications of operating and promoting retail health, wellness and performance stores and franchises.

“ Investor Group ” means an Investor and any of its Affiliates and Subsidiaries.

“ Knowledge ” means (a) when used with respect to the Company, the actual knowledge of the individuals listed in Section 1.1(a) of the Company Disclosure Schedule and (b) when used with respect to the Investors, the actual knowledge of the individuals listed on Section 1.1(b) of the Company Disclosure Schedule.

“ Law ” means any applicable United States or foreign federal, national, provincial, state, municipal and local laws, statutes, ordinances, decrees, rules, regulations or Orders of any Governmental Entity, in each case, having the force of law.

“ Leased Real Property ” shall mean all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by any Group Company.

“ Leases ” shall mean all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guarantees and other agreements with respect thereto, pursuant to which any Group Company holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of any Group Company.

“ Liability ” means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, claim, demand, judgment, cause of action or other loss (including, without limitation, loss of benefit or relief), cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due and regardless of when asserted.

“ Lien ” means, with respect to any property, equity interest or asset, any mortgage, deed of trust, hypothecation, lien, encumbrance, pledge, charge, security interest, right of first refusal, right of first offer, adverse claim, restriction on transfer, covenant or option in respect of such property, equity interest or asset.

“ NASDAQ ” means the NASDAQ Stock Market LLC.

“ Order ” means any judgment, order, decision, ruling, determination, writ, injunction, decree or arbitration award.

“ Owned Real Property ” shall mean all real property and interests in real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company.

“ Permitted Liens ” means (a) Liens for Taxes (i) not yet due or delinquent or subject to penalties or (ii) that are being contested in good faith by appropriate Proceedings and (in the case of this clause (ii)) for which appropriate reserves have been made in accordance with GAAP, (b) Liens in favor of landlords, lessors, vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar liens or encumbrances arising by operation of Law in the ordinary course of business for amounts not yet delinquent, (c) non-exclusive licenses of Intellectual Property, (d) (i) matters of record, (ii) Liens that would be disclosed by a current, accurate survey or physical inspection of such Company Real Property, (iii) applicable building, zoning and land use regulations, and (iv) other minor imperfections or irregularities in title, restrictions, easements, rights of way and other non-monetary Liens which, in each of cases (i), (ii), (iii) and (iv) are not violated in any material respect by, and do not materially impair the use (as of the date hereof), operation or occupancy of the Company Real Property to which they relate, and (e) Liens described in Section 1.1(c) of the Company Disclosure Schedule.

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act).

“ PRC ” means the People’s Republic of China, excluding for purposes of this Agreement only, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

“ Proceeding ” means any action, suit, claim, mediation, arbitration or proceeding, in each case, by or before any Governmental Entity.

“ Representatives ” means, with respect to a Person, such Person’s directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives acting on such Person’s behalf in connection with the Transactions.

“ Restricted Entity ” means (a) that Person listed on Section 1.1(d)(i) and (b) any other Person principally engaged in the business of researching, developing, manufacturing and commercializing vaccines that protect against human infection diseases that, in each case of this clause (b), competes with the Company and is listed on Section 1.1(d)(ii) of the Company Disclosure Schedule attached hereto.

“ Rights ” the Series A Junior Participating Preferred Share Purchase Rights issued under the Rights Agreement.

“ Rights Agent ” means Pacific Stock Transfer Company, the Company’s rights agent.

“ Rights Agreement ” means that certain Rights Agreement, dated as of March 28, 2016, between the Company and Pacific Stock Transfer Company, as rights agent, as amended from time to time.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Share Incentive Plans ” means the Stock Option Plan and the 2012 Share Incentive Plan.

“ Software Programs ” means computer programs (whether in source code, object code or other form), including any and all software implementations of algorithms, models and methodologies, and all documentation, including user manuals and training materials, related to any of the foregoing.

“ Stock Option Plan ” means the Sinovac Biotech Ltd. Stock Option Plan, as amended.

“ Subsidiary ” of an Investor, the Company or any other Person means any corporation, limited liability company, partnership, joint venture or other legal entity of which such Investor, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the capital stock or other Equity Interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, limited liability company, partnership, joint venture or other legal entity, or otherwise owns, directly or indirectly, such capital stock or other Equity Interests that would confer control of any such corporation, limited liability company, partnership, joint venture or other legal entity, or any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act.

“ Tax ” or “ Taxes ” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity or taxing authority, including, taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, occupation, property, real estate, deed, land use, sales, use, capital stock, payroll, severance, employment (including withholding obligations imposed on employer/payer), social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding (as payor or payee), ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customers’ duties, tariffs and similar charges.

“ Third Party ” means any Person except any of the Parties or any of their respective Affiliates.

“ Transaction Documents ” means this Agreement, the Shareholders Agreement, the Registration Rights Agreement, the Promissory Notes, the Equity Commitment Letter and the Rights Agreement Amendment.

“ Transactions ” means the issuance, sale and purchase of the Shares in accordance with this Agreement, and the other transactions contemplated by this Agreement and the other Transaction Documents.

“ Transfer Agent ” means Pacific Stock Transfer Company, the Company’s transfer agent.

1.2            Terms Defined Elsewhere . The following terms are defined elsewhere in this Agreement, as indicated below:

1.3            Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to any applicable Law shall be deemed to refer to such law or applicable Law as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to “days” shall mean calendar days unless otherwise indicated. All references to “dollars” or “$” shall mean United States dollars. The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Article 2
Purchase and Sale of Stock; closing

2.1            Issuance, Sale and Purchase of the Shares . Subject to the terms and conditions of this Agreement, the Company hereby issues and sells to the Investors, and the Investors hereby purchase and acquire from the Company, 11,800,000 Common Shares (together with the accompanying Rights granted pursuant to the Rights Agreement, the “ Shares ”), of which 5,900,000 Shares shall be issued and sold to each Investor. The aggregate purchase price for the Shares shall be $86,730,000 (the “ Purchase Price ”), of which each Investor shall pay or cause to be paid $43,365,000 to the Company in accordance with the terms of this Agreement.

2.2            Closing and Deliveries .

(a)          The closing of the Transactions (the “ Closing ”) shall take place simultaneously with the execution of this Agreement on the date hereof the (“ Closing Date ”) at Latham & Watkins LLP, 18th Floor, One Exchange Square, 8 Connaught Place, Central Hong Kong or in such other manner, place, time or date as may be mutually agreed upon in writing by the Company and the Investors.

(b)          At the Closing, the Lead Investor shall deliver or cause to be delivered to the Company the following:

(i)          a promissory note issued and duly executed by the Lead Investor in favor of the Company (the “ Lead Investor Promissory Note ”) in an amount equal to $43,365,000;

(ii)         the Registration Rights Agreement by and among the Company and the Investors (the “ Registration Rights Agreement ”) duly executed by the Lead Investor;

(iii)        the Shareholders Agreement by and among the Company and the Investors (the “ Shareholders Agreement ”) duly executed by the Lead Investor; and

(iv)        a certificate executed by an authorized person of the Lead Investor certifying the resolutions duly adopted by the governing body of the Lead Investor authorizing the Investor’s execution, delivery and performance of the Transaction Documents to which the Lead Investor is a party and the transactions contemplated by the Transaction Documents to which the Lead Investor is a party.

(c)          At the Closing, the Co-Investor shall deliver or cause to be delivered to the Company the following:

(i)          a promissory note issued and duly executed by the Co-Investor in favor of the Company (the “ Co-Investor Promissory Note ”, and together with the Lead Investor Promissory Note, the “ Promissory Notes ”) in an amount equal to $43,365,000;

(ii)         the Registration Rights Agreement duly executed by the Co-Investor;

(iii)        the Shareholders Agreement duly executed by the Co-Investor; and

(iv)        an equity commitment letter by and among the Co-Investor, Advantech Master Investment Limited (the “ Co-Investor Guarantor ”) and the Company (the “ Equity Commitment Letter ”) duly executed by the Co-Investor and the Co-Investor Guarantor; and

(v)         a certificate executed by an authorized person of the Co-Investor certifying the resolutions duly adopted by the governing body of the Co-Investor authorizing the Co-Investor’s execution, delivery and performance of the Transaction Documents to which the Co-Investor is a party and the transactions contemplated by the Transaction Documents to which the Co-Investor is a party.

(d)          At the Closing, the Company shall deliver or cause to be delivered to the Investors the following:

(i)          evidence from the Transfer Agent of the issuance of the Shares in the name of the Investors by book entry on the stock ledger of the Company, which shall be subject to the legends contemplated in Section 5.2(c) ;

(ii)         the Registration Rights Agreement duly executed by the Company;

(iii)        the Shareholders Agreement duly executed by the Company;

(iv)        the Promissory Notes duly executed by the Company;

(v)         the Equity Commitment Letter duly executed by the Company;

(vi)        the Fourth Amendment to the Rights Agreement (the “ Rights Agreement Amendment ”) duly executed by the Company and the Rights Agent; and

(vii)       a certificate executed by an officer of the Company certifying the resolutions duly adopted by the Board authorizing the Company’s execution, delivery and performance of the Transaction Documents and the transactions contemplated by the Transaction Documents.

Article 3
Representations and Warranties of the Company

Except (a) as set forth in the disclosure schedule delivered by the Company to the Investors (the “ Company Disclosure Schedule ”) prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article 3 to which the information in such schedule relates; provided , that, disclosure in the Company Disclosure Schedule as to a specific representation or warranty shall qualify any other sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference) it is reasonably apparent that such disclosure relates to such other sections), and (b) as otherwise disclosed or identified in the Company SEC Documents filed prior to the date hereof (other than any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Company SEC Documents), the Company hereby represents and warrants to the Investors that the statements contained in this Article 3 are true and correct as of the Closing Date.

3.1            Corporate Organization . The Company is an international business company duly organized, validly existing and in good standing under the Laws of Antigua and Barbuda. Each of the Company’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization or formation, and each Group Company has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted, except where the failure of any of the Company’s Subsidiaries to be so organized, existing or in good standing or of any Group Company to have such power, authority or approvals has not had, and would not be reasonably expected to have, a Company Material Adverse Effect. Each Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the properties and assets owned, leased, operated or used by it or the nature of its business makes such qualification or licensing necessary, except where any such failure to be so qualified or licensed or in good standing would not have a Company Material Adverse Effect. The copies of the Articles of Incorporation (as amended, the “ Company Charter ”) and By-laws (as amended, the “ Company Bylaws ”) of the Company, as most recently filed with the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date hereof. No Group Company is in violation of any of the provisions of the Company Charter or the Company Bylaws.

3.2            Capitalization .

(a)          The Company is authorized to issue 100,000,000 Common Shares and 50,000,000 preferred shares of a par value of $0.001 per share. As of the close of business on May 31, 2018, (i) 59,321,361 Common Shares are issued and outstanding (which number includes 2,000,000 Company RSs as of the date hereof), all of which have been duly authorized and are validly issued, fully paid and non-assessable, (ii) 868,500 Shares are issuable pursuant to outstanding Company Options granted pursuant to the Share Incentive Plans (and for the avoidance of doubt are not included in the number of issued and outstanding Common Shares set forth in clause (i)) and (iii) no preferred shares are issued and outstanding. Except as set forth in this Section 3.2 and the Rights issued under the Rights Agreement, as of the date hereof there are no outstanding subscriptions, options, warrants, conversion rights, call rights or other agreements, arrangements or commitments issued by any Group Company relating to the issued or unissued share capital of the Company or any of its Subsidiaries or obligating any Group Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other securities of any other Group Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of any Group Company and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or any share capital or other securities of any Group Company. The Company has not issued and does not have outstanding any bonds, debentures, notes or other obligations that entitle the holders thereof to vote (or are convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote.

(b)           Section 3.2(b) of the Company Disclosure Schedule sets forth the following information with respect to the Company Options and Company RSs outstanding as of the date hereof: (i) the number of Common Shares subject to such Company Option, (ii) the number of Company RSs, (iii) the exercise or purchase price of such Company Option or Company RS and (iv) the date on which such Company Option or Company RS expires. The grant of each such outstanding Company Option and Company RS was properly approved in compliance with the terms of the Share Incentive Plans and all applicable Laws. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule or otherwise provided in this Agreement, there are no commitments or agreements of any character to which any Group Company is bound obligating such Group Company to accelerate or otherwise alter the vesting of any Company Option or Company RS as a result of the Transactions. All Common Shares subject to issuance upon due exercise of a Company Option, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, and all Company RSs, upon vesting on the terms and conditions specified in the instruments pursuant to which they vest, will be duly authorized, validly issued, fully paid and non-assessable.

3.3            Authority; Execution and Delivery; Enforceability . The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the Transactions have been duly authorized by the Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the other Transaction Documents or the consummation by the Company of the Transactions. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Investors of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents constitute the Company’s legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “ Bankruptcy and Equity Exception ”).

3.4            No Conflicts .

(a)          The execution and delivery of this Agreement and the other Transaction Documents by the Company, the performance of this Agreement and the other Transaction Documents by the Company and the consummation of the Transactions does not and will not, (i) conflict with or violate the Company Charter or the Company Bylaws or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.4(b) are complied with, conflict with or violate any Law applicable to any Group Company or by which any property or asset of any Group Company is bound or affected or (iii) violate, conflict with, require consent under, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not have a Company Material Adverse Effect or prevent or materially impair or delay, or reasonably be expected to prevent or materially impair or delay, the consummation of the Transactions.

(b)          Assuming the accuracy of the representations and warranties of the Investors in Section 4.3(b) , the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the NASDAQ and (iii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not have a Company Material Adverse Effect or prevent or materially impair or delay, or reasonably be expected to prevent or materially impair or delay, the consummation of the Transactions.

3.5            Registration; General Solicitation; No Integration . Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investors, the offer and sale of the Shares pursuant to this Agreement is, or will be, as the case may be, exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations promulgated thereunder. Other than with respect to the Investors and their respective Affiliates, neither the Company nor any other Person or entity authorized by the Company to act on its behalf has (a) engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of the Shares or (b) directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) of the Company or its Affiliates under circumstances that would require registration of the Shares under the Securities Act or cause the offering under this Agreement to be integrated with any prior offering of securities of the Company for purposes of the Securities Act.

3.6            Valid Issuance . Upon issuance, the Shares will be duly authorized for issuance and sale to the Investors pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the Purchase Price, will be validly issued, fully paid, non-assessable and will be delivered to the Investors free and clear of all Liens (other than (a) Liens created by the Investors or any of their respective Affiliates and (b) transfer restrictions under applicable securities Laws and the Transaction Documents). The issuance of the Shares pursuant to this Agreement is not subject to preemptive or other similar rights.

3.7            SEC Documents; Financial Statements; Undisclosed Liabilities .

(a)          The Company has filed or furnished, as the case may be, all forms, reports and documents required to be filed with or furnished to the SEC by the Company since January 1, 2017 pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents filed or furnished since January 1, 2017 and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “ Company SEC Documents ”). As of the date of filing, in the case of Company SEC Documents filed pursuant to the Exchange Act (and to the extent such Company SEC Documents were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Documents filed pursuant to the Securities Act (and to the extent such Company SEC Documents were amended, then as of the date of effectiveness of such amendment), the Company SEC Documents (i) complied as to form in all material respects with either the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act of 2002, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading as of its filing date or effective date (as applicable).

(b)          Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Documents was prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position of the Group Companies as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, the effect of which, individually or in the aggregate, is not material, and to the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP except to the extent that such information has been amended or superseded by later Company SEC Documents filed prior to the date hereof.

(c)          Except as and to the extent set forth in the audited annual financial results of the Group Companies as of December 31, 2017, including the notes thereto, no Group Company has outstanding (i) any Indebtedness or any commitments therefor or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required in accordance with GAAP to be disclosed or reflected or reserved against in the consolidated financial statements of the Group Companies, except for Indebtedness or any commitments therefor or other liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet of the Company as of December 31, 2017, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2017, (C) incurred pursuant to this Agreement or in connection with the Transactions or (D) that do not have a Company Material Adverse Effect.

(d)          The Company has made available to the Investors complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC as of the date hereof to all Company Material Contracts that previously had been filed by the Company with the SEC and are in effect as of the date hereof.

(e)          The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Company SEC Document. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) established and maintained by the Company are reasonably designed to ensure that all material information concerning the Group Companies required to be disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Since January 1, 2017, neither the Company nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data, in each case, which has not been subsequently remediated. Except as set forth in Section 3.7(e) of the Company Disclosure Schedule, to the Company’s Knowledge, there is, and since January 1, 2017, there has been, no fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since the date of the Company’s most recently filed annual report under the Exchange Act, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.7 , the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(f)          The Group Companies maintain a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

(g)          The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NASDAQ, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NASDAQ).

3.8            Absence of Certain Changes or Events . Between December 31, 2017 and the date hereof, except as set forth in Section 3.8 of the Company Disclosure Schedule or as expressly contemplated by this Agreement, (a) each Group Company has conducted business in all material respects in the ordinary course and (b) there has not been any event, occurrence, development or state of circumstances or facts that has had a Company Material Adverse Effect.

3.9            Listing and Maintenance Requirements . The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to the Knowledge of the Company is reasonably likely to, have the effect of, terminating the registration of the Common Shares under the Exchange Act nor has the Company received as of the date hereof any notification that the SEC is contemplating terminating such registration. The Common Shares are listed on the NASDAQ and the Company has not received any written notice from the NASDAQ to the effect that the Company is not in compliance with the maintenance requirements of such exchange.

3.10          Absence of Litigation . As of the date hereof, there are no Proceedings pending or, to the Knowledge of the Company, threatened against any Group Company, or any property or asset of any Group Company, before any Governmental Entity that (a) would reasonably be expected to result in a Company Material Adverse Effect or (b) has enjoined, restrained, prevented or materially delayed, or would reasonably be expected to enjoin, restrain, prevent or materially delay the consummation of the Transactions. As of the date hereof, no Group Company, nor any property or asset of any Group Company is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of the Company, continuing investigation by, any Governmental Entity, or any outstanding Order of any Governmental Entity that (i) would reasonably be expected to prevent or materially delay the Transactions and (ii) except those that would not have a Company Material Adverse Effect.

3.11          Permits; Compliance with Laws and Orders .

(a)          Each Group Company is in possession of all material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except as would not have a Company Material Adverse Effect (the “ Material Company Permits ”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the Knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to be valid or in full force and effect would not have a Company Material Adverse Effect. Each Group Company is in compliance with the terms of the Material Company Permits, except where non-compliance would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all approvals, filings and registrations with Governmental Entities in the PRC that are material to the operations of the Group Companies as they are being conducted as of the date hereof, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC, including registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“ SAFE ”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in all material respects in compliance with applicable PRC Laws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. Since January 1, 2017, except as has not had and would not have a Company Material Adverse Effect, no Group Company is in default, breach or violation of any Law applicable to it or by which any of its properties or assets are bound. To the Knowledge of the Company, since January 1, 2017, no Group Company has received any written notice or communication from any Governmental Entity or stock exchange of any non-compliance with any applicable Laws that has not been cured except for such non-compliance the outcome of which would not have a Company Material Adverse Effect.

(b)          Except as would not have a Company Material Adverse Effect, no Group Company nor, to the Knowledge of the Company, the respective directors, officers, employees, or agents of each Group Company, in each case acting on behalf of a Group Company, in the course of his or her actions for, or on behalf of, a Group Company has (i) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment that would be unlawful under any Anticorruption Law or (ii) made an offer to pay, a promise to pay or a payment or transfer of money or anything else of value or an authorization of such offer, promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) unlawfully influencing any act or decision of such Government Official in his official capacity, (B) unlawfully securing any improper advantage or (C) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist the Group Companies in obtaining or retaining business for or with, or in directing business to, any person. No Group Company has conducted or initiated any formal internal investigation or made a voluntary or other disclosure to any Governmental Entity, or, to the Knowledge of the Company, received any written notice, citation, report or alleged violations of any applicable Anticorruption Law.

(c)          The Company has complied in all material respects with the reporting and/or registration requirements under the applicable SAFE rules and regulations (collectively, the “ SAFE Rules and Regulations ”) with respect to the registration of its Share Incentive Plans with the Governmental Entities in the PRC. As of the date hereof, the Company has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and Regulations.

3.12          Labor and Employment Matters .

(a)          Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, no Group Company is a party to or bound by any collective bargaining agreement or other labor union Contract applicable to persons employed by it, nor is any such agreement being negotiated by any Group Company as of the date hereof. Except for those that would not have a Company Material Adverse Effect, there are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against any Group Company before any Governmental Entity and there is no organized strike, slowdown, work stoppage or lockout, or similar activity or, to the Knowledge of the Company, threatened against or involving any Group Company.

(b)          Except as would not have a Company Material Adverse Effect, each Group Company (i) is in compliance with all applicable Laws relating to employment and employment practices, including those related to wages, work hours, shifts, overtime, holidays and leave, collective bargaining terms and conditions of employment and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity and (ii) is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Except as would not have a Company Material Adverse Effect, (A) there is no claim with respect to payment of wages, salary or overtime pay that is now pending or, to the Knowledge of the Company, threatened before any Governmental Entity with respect to any persons currently or formerly employed by any Group Company and (B) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that is now pending or, to the Knowledge of the Company, threatened with respect to any Group Company.

(c)          Each Company Employee Plan is and has at all times been operated and administered in material compliance with the provisions thereof and all applicable legal requirements. There are no material claims (other than for benefits incurred in the ordinary course) or legal proceedings pending, or, to the Knowledge of the Company, threatened against any Company Employee Plan or against the assets of any Company Employee Plan.

(d)          Except pursuant to or as contemplated under this Agreement, no Company Employee Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement or the consummation of the Transactions alone (and without the occurrence of any additional or subsequent events such as a termination of employment), will entitle any current or former director, employee or consultant of any Group Company to (i) material compensation or benefits (including any severance payment or benefit), or (ii) accelerate the time of payment or vesting or result in any payment or funding of material compensation or benefits under, materially increase the amount payable or result in any other material obligation pursuant to, any of the Company Employee Plans.

(e)           This Section 3.12 constitutes the sole and exclusive representations and warranties of the Company relating to labor and employment matters.

3.13          Environmental Matters . Except as would not have a Company Material Adverse Effect, (a) each Group Company is in compliance with all applicable Environmental Laws and has obtained and possesses all material Environmental Permits, and all such Environmental Permits are in full force and effect, (b) no Group Company has received any notice, demand, letter, claim or request for information alleging that any Group Company is in violation of or liable under any Environmental Law that remains unresolved and (c) no Group Company is subject to any order, decree or injunction with any Governmental Entity concerning liability under any Environmental Law or relating to Hazardous Materials. This Section 3.13 constitutes the sole and exclusive representations and warranties of the Company relating to environmental matters.

3.14          Real Property; Title to Assets .

(a)           Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Owned Real Property, including with respect to Owned Real Property in the PRC, the particulars and the issue date of the State-owned Land Use Certificate and Building Ownership Certificate for such Owned Real Property. With respect to each Owned Real Property: (i) the relevant Group Company has good and marketable title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of all Liens, except for Liens that do not materially interfere with such Group Company’s use and enjoyment of such Owned Real Property or Permitted Liens or as disclosed in Section 3.14(a)(i) of the Company Disclosure Schedule, (ii) no Group Company has leased or otherwise granted to any person the right to use or occupy any material portion of such Owned Real Property and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any material portion of or material interest in such Owned Real Property. Except as would not have a Company Material Adverse Effect, the relevant Group Company has duly complied in all respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it.

(b)           Section 3.14(b) of the Company Disclosure Schedule sets forth, as of the date hereof, the address of each Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered or otherwise made available to the Investors a true and complete copy of each such Lease. Except as would not have a Company Material Adverse Effect, with respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed since January 1, 2017 and (iii) neither any Group Company nor, to the Knowledge of the Company, any other party to such Lease is in breach or default under such Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.

(c)          The Owned Real Property identified in Section 3.14(a) of the Company Disclosure Schedule and the Leased Real Property identified in Section 3.14(b) of the Company Disclosure Schedule (collectively, the “ Company Real Property ”) comprise all of the material real property used in the business of the Group Companies as of the date hereof.

(d)          To the Knowledge of the Company, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “ Improvements ”) are in good condition and repair and sufficient for the operation of the business of the Group Companies and (ii) there are no structural deficiencies or latent defects materially affecting the intended use or function of the Improvements, in each case, except as would not have a Company Material Adverse Effect.

(e)           Except as would not have a Company Material Adverse Effect, the Group Companies have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the business of the Group Companies taken as a whole, as currently conducted.

3.15          Tax Matters .

(a)          Except as would not have a Company Material Adverse Effect, each Group Company has duly filed all Tax returns and reports required to be filed by it and has paid and discharged all Taxes required to be paid or discharged, other than such payments as are being contested in good faith by appropriate proceedings, and all such Tax returns are true, accurate and complete in all material respects. As of the date hereof, no taxing authority is asserting in writing or, to the Knowledge of the Company, threatening to assert against any Group Company any material deficiency or claim for any Taxes. Except as would not have a Company Material Adverse Effect, each Group Company has properly and timely withheld, collected and deposited all Taxes that are in the Company’s reasonable judgment required to be withheld, collected and deposited under applicable Law. Except as would not have a Company Material Adverse Effect, no Group Company has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax (other than pursuant to extensions of time to file Tax returns in the ordinary course of business). 

(b)          Each of the Company’s Subsidiaries incorporated in the PRC has, in accordance with applicable PRC Law, duly registered with the relevant PRC Governmental Entity, obtained and maintained the validity of all national and local Tax registration certificates and complied in all respects with all requirements imposed by such Governmental Entities, in each case, except as would not have a Company Material Adverse Effect. Any submissions made by or on behalf of the Group Companies to any Governmental Entity in connection with obtaining Tax exemptions, Tax holidays, Tax deferrals, Tax incentives or other preferential Tax treatments or Tax rebates were accurate and complete in all material respects. As of the date hereof, no suspension, revocation or cancellation of any Tax exemptions, preferential treatments or rebates is pending or, to the Knowledge of the Company, threatened.

(c)          This Section 3.15 constitutes the sole and exclusive representations and warranties of the Company relating to Tax matters.

3.16          Material Contracts . The Company has previously disclosed in the Company SEC Documents true, correct and complete copies of each Contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date hereof and required to be disclosed under applicable Law prior to the date hereto (each, a “ Company Material Contract ”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) to the Knowledge of the Company, each of the Company Material Contracts is valid and binding on the Company and its Subsidiaries, as applicable, and in full force and effect; (ii) the Company and each of its Subsidiaries, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Material Contracts; and (iii) as of the date hereof, no Group Company has received notice of any material violation or default (or any condition which with the passage of time or the giving of notice or both would cause such a violation of or a default) by any party under any Company Material Contracts nor, to the Company’s Knowledge, has such notice been threatened.

3.17          Intellectual Property .

Except as would not have a Company Material Adverse Effect:

(a)          The Group Companies have valid and enforceable rights to use all Intellectual Property used in, or necessary to conduct, the business of the Group Companies as it is currently conducted (the “ Company Intellectual Property ”), free and clear of all Liens (other than Permitted Liens).

(b)          Since January 1, 2017, no Group Company has received written notice of any claim that it, or the business conducted by it, is infringing, diluting or misappropriating or has infringed, diluted or misappropriated any Intellectual Property right of any person, including any demands or unsolicited offers to license any Intellectual Property. To the Knowledge of the Company, the right to use the Company Intellectual Property has been obtained through all necessary legal procedures and any applications therefor have been duly filed or registered (as applicable) with the applicable Governmental Entity or other applicable person, have been maintained to the extent necessary, including the submission of all necessary filings and fees in accordance with the legal, administrative and other requirements, and have not lapsed, expired or been abandoned. To the Knowledge of the Company, no person is currently infringing, diluting or misappropriating Intellectual Property owned by the Company or any Subsidiary of the Company.

(c)          Except as set forth in Section 3.17(c) of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened Proceedings by any person challenging the validity or enforceability of, or the use or ownership by the Company or any of its Subsidiaries of, any of the Company Intellectual Property.

(d)          Since January 1, 2017, all employees, consultants or contractors of the Group Companies who have materially contributed to the development of Company Intellectual Property in the course of their employment, engagement or contract with the Company or any of its Subsidiaries have executed and delivered to the Company or such Subsidiary agreements or undertakings (i) providing for the non-disclosure by such person of confidential information and (ii) providing for the assignment by such person to the Company or such Subsidiary of any Intellectual Property developed or arising out of such person’s employment by, engagement by or contract with the Company or such Subsidiary.

(e)          The Group Companies have taken all actions reasonably necessary to maintain and protect each item of Intellectual Property that they own in all respects.

This Section 3.17 constitutes the sole and exclusive representations and warranties of the Company relating to Intellectual Property matters.

3.18          Broker’s Fees . Except for the financial advisors’ fees payable to Houlihan Lokey Capital, Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

3.19          Investment Company Act . Neither the Company nor any of its Subsidiaries is, and immediately following receipt of the Purchase Price will not be, an investment company within the meaning of the Investment Company Act of 1940, as amended, or, directly or indirectly, controlled by or acting on behalf of any Person which is an investment company, within the meaning of the Investment Company Act of 1940.

3.20          No State Takeover Statutes . The Company has taken all necessary action so that, assuming compliance by the Investors with their respective obligations hereunder and the accuracy of the representations and warranties made by the Investors herein, no state or foreign “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute, regulation or similar Laws would (a) prohibit or restrict the Company’s ability to perform its obligations under this Agreement or to consummate the Transactions (including the issuance and sale of the Shares to the Investors), (b) have the effect of invalidating or voiding this Agreement or (c) subject the Investors to any impediment or condition in connection with the exercise of any of their respective rights under this Agreement.

3.21          Company Rights Plan . As of the date hereof, the Board has determined, after consultation with its outside legal advisors, that no Distribution Date or Share Acquisition Date (each as defined in the Rights Agreement) has occurred, and accordingly, each Common Share issued in connection with the Transactions shall be entitled to receive one Right upon issuance at the Closing . The Company has taken all actions within its control to (a) render the Rights Agreement inapplicable to this Agreement and the Transactions and (b) ensure that (i) neither Investor is an Acquiring Person (as defined in the Rights Agreement) pursuant to the Rights Agreement solely as a result of this Agreement or the Transactions and (ii) a Distribution Date, a Trigger Event or a Share Acquisition Date (as such terms are defined in the Company Rights Agreement) does not occur, in the case of clauses (i) and (ii), solely by reason of the execution of this Agreement or the consummation of the Transactions.

3.22          No Other Representations or Warranties . Except for the representations and warranties expressly set forth in this Article 3 , none of the Company, any of its Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Shares or the Company, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Investors or their respective Affiliates or Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to the Investors or their respective Affiliates or Representatives or any other Person resulting from the Investors’ or their respective Affiliates’ or Representatives’ use of any information, documents, projections, forecasts or other material made available to the Investors or their respective Affiliates or Representatives, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Investors or their respective Affiliates or Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article 3 .

Article 4
Representations and Warranties of THE investorS

Each Investor hereby represents and warrants to the Company (on a several but not joint basis) that the statements contained in this Article 4 are true and correct as of the Closing Date:

4.1            Corporate Organization . Such Investor is a legal entity duly organized or formed, validly existing and (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of its jurisdiction of its organization or formation, as applicable. Such Investor has the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted. Such Investor is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the properties and assets owned, leased, operated or used by it or the nature of its business makes such qualification or licensing necessary, except where any such failure to be so qualified or licensed or in good standing would not prevent or materially delay the Transactions.

4.2            Authority, Execution and Delivery; Enforceability . Such Investor has the requisite corporate or similar power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such Investor of this Agreement and the other Transaction Documents and the consummation by such Investor of the Transactions have been duly authorized by all necessary corporate or similar action on the part of such Investor and no other corporate action on the part of such Investor or shareholder votes are necessary to authorize the execution and delivery by such Investor of this Agreement, the other Transaction Documents or the consummation by such Investor of the Transactions. This Agreement and the other Transaction Documents have been duly and validly executed and delivery by such Investor and, assuming the due authorization, execution and delivery by the Company and the other Investor of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents constitute such Investor’s legal, valid and binding obligation, enforceable against such Investor in accordance with its terms, subject only to the Bankruptcy and Equity Exception.

4.3            No Conflicts .

(a)          The execution and delivery of this Agreement or the other Transaction Documents by the such Investor does not and will not, and the performance this Agreement and the other Transaction Documents will not, (i) conflict with or violate any provision of the organizational documents of such Investor , (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that matters referred to in Section 4.3(b) are complied with, conflict with or violate any Law applicable to such Investor or its Affiliates, or by which any property or asset of such Investor is bound or affected or (iii) violate, conflict with, require any consent under, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of such Investor pursuant to, any Contract to which such Investor is a party or by which any of its properties or assets are bound , except, with respect to clauses (ii) and (iii) , for any such conflict, violation, breach, default, right or other occurrence which would not prevent or materially impair or delay, or reasonably be expected, individually or in the aggregate, to prevent or materially impair or delay the consummation of the Transactions.

(b)          Assuming the accuracy of the representations and warranties of the Company in Section  3.4 , the execution and delivery by such Investor of this Agreement and the other Transaction Documents does not and will not, and the consummation by such Investor of the Transactions and compliance by such Investor with any of the terms or provisions hereof will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity , except (i) under the Exchange Act and the rules and regulations of the NASDAQ and (ii) where failure to obtain such consents, approvals, authorizations or permits , or to make such filings or notifications would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the transactions contemplated by this Agreement or any other Transaction Document to which such Investor or any of its Affiliates is a party.

4.4            Absence of Litigation . There is no Proceeding pending, or, to the Knowledge of such Investor, threatened that, individually or in the aggregate, has enjoined, restrained, prevented or materially delayed, or would reasonably be expected to enjoin, restrain, prevent or materially delay the consummation of the Transactions, and such Investor is not subject to continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of such Investor, continuing investigation by, any Governmental Entity, or any outstanding Order of any Governmental Entity that would reasonably be expected to prevent or materially delay the Transactions.

4.5            Securities Act Representations . Such Investor is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the issuance and sale of the Shares is being made in reliance on a private placement exemption from registration under the Securities Act. The Investor is acquiring the Shares for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” Law, or with any present intention of distributing or selling the Shares in violation of the Securities Act. Such Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares and is capable of bearing the economic risks of such investment. Such Investor is not nor are any its Affiliates acting in concert, and neither such Investor nor any of its Affiliates have any agreement or understanding, with any Person that is not an affiliate of such Investor, and is not otherwise a member of a “group” (as such term is defined in Section 13(d)(3) of the Exchange Act), with respect to the Company or its Equity Interests.

4.6            Anti-Money Laundering, Anti-Terrorism and Similar Laws .

(a)          Neither such Investor nor any of its Affiliates, or, to such Investor’s Knowledge, after reasonable review of publicly available information, any of such Investor’s beneficial owners is included on a Government List or is owned in any amount or controlled by any Person on a Government List, as amended from time to time.

(b)          Neither such Investor nor any of its Affiliates or, to such Investor’s Knowledge, after reasonable review of publicly available information, any of such Investor’s beneficial owners is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those Persons or entities that appear on any Government List, as amended from time to time.

(c)          None of the funds to be used to purchase the Shares or in connection with the Transactions shall be knowingly derived from any activities that contravene any Anticorruption Laws or applicable Laws concerning money laundering, terrorism, narcotics trafficking, or from any Person, entity, country, or territory on a Government List.

4.7            Brokers . Neither such Investor nor any of its Affiliates nor any of their respective officers or directors on behalf of such Investor or such Affiliate has employed any financial advisor, broker or finder or incurred any liability for any financial advisory, broker’s fees, commissions or finder’s fees in connection with any of the Transactions.

4.8            No Other Representations and Warranties; Non-Reliance . Such Investor has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and such Investor acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Such Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and such Investor has not relied upon, any express or implied representation or warranty with respect to the Shares or the Company or any of its Subsidiaries or with respect to any other information provided to such Investor in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 . Such Investor acknowledges and agrees that neither the Company nor any other Person will have or be subject to any liability or other obligation to such Investor or its Affiliates or Representatives or any other Person resulting from such Investor’s or its Affiliates’ or Representatives’ use of any information, documents, projections, forecasts or other material made available to such Investor or its Affiliates or Representatives, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of such Investor or its Affiliates or Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 3 .

4.9            Lead Investor Financing; Co-Investor Financing .

(a)          The Lead Investor manages or controls one or more affiliated investment vehicles or funds with total assets under management in excess of an aggregate amount of $2,000,000,000 (the “ Lead Investor Funds ”). The Lead Investor or the Lead Investor Funds have, and on the Maturity Date (as defined in the Lead Investor Promissory Note) will have, cash on hand, adequate uncalled capital and/or undrawn commitments immediately available under existing credit facilities, in each case, in an amount sufficient to pay the outstanding balance under the Lead Investor Promissory Note on or before the Maturity Date (as defined in the Lead Investor Promissory Note).

(b)          Pursuant to the Equity Commitment Letter, the Co-Investor Guarantor has (i) committed to provide equity financing in an amount of $43,365,000, subject to the terms and conditions set forth therein (the “ Financing ”) to Co-Investor, and (ii) guaranteed the payment obligations of the Co-Investor under the applicable Co-Investor Promissory Note. As of the date hereof, the Equity Commitment Letter is a legal, valid and binding obligation of each party thereto and is in full force and effect, and has not been amended, modified, withdrawn, terminated or rescinded in any respect. No amendment or modification to, or withdrawal, termination or rescission of, the Equity Commitment Letter is currently contemplated. The amounts funded to the Co-Investor by the Co-Investor Guarantor pursuant to the Equity Commitment Letter will be sufficient to pay the outstanding balance under the Co-Investor Promissory Note on or before its Maturity Date (as defined therein). As of the date hereof, there are no side letters or other agreements, contracts, arrangements or understandings related to the funding or investing, as applicable, of the Financing other than as expressly set forth in the Equity Commitment Letter. As of the date hereof, the Co-Investor is not in breach of any of the terms or conditions set forth in the Equity Commitment Letter and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Co-Investor under any term or condition of the Equity Commitment Letter.

Article 5
Covenants; aDDITIONAL aGREEMENTS

5.1            Public Announcements . Neither the Investors nor the Company shall issue any press release or make any public statement with respect to the Transactions or this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable Governmental Entity to which the relevant Party is subject, in which case the Party required to make the release or announcement shall use its commercially reasonable efforts to allow each other Party reasonable time to comment on such release or announcement in advance of such issuance or (b) any public statement in response to questions from the press, analysts, investors or those attending industry conferences, internal announcements to employees and or disclosures in Company SEC Documents, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the Parties (or individually, if approved by the other Party). The Company shall file a current report on Form 6-K with the SEC attaching the joint press release announcing this Agreement and copy of this Agreement and the other Transaction Documents as exhibits.

5.2            Securities Laws . Each Investor acknowledges and agrees that:

(a)          as of the Closing Date, the Shares have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available;

(b)          the Common Shares are listed on the NASDAQ and the Company is required to file reports containing certain business and financial information with the SEC and may be required to file a copy of this Agreement and the other Transaction Documents with the SEC, pursuant to the reporting requirements of the Exchange Act and that it is able to obtain copies of such reports; and

(c)          the certificates or book-entry position representing the Shares will bear or reflect, as applicable, legends substantially similar to the following:

“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM SUCH HOLDER OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.”

Additionally, for so long as a holder of Shares is subject to any transfer restrictions set forth in the Shareholders Agreement or the other Transaction Documents, the certificates or book-entry position representing such holder’s Shares will bear or reflect a legend substantially similar to the following:

“THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT, DATED JULY 2, 2018 (AS IT MAY BE AMENDED FROM TIME TO TIME), BY AND AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO, COPIES OF WHICH ARE PUBLICLY FILED OR ON FILE WITH THE SECRETARY OF THE ISSUER.”

5.3            Board of Directors .

(a)          The Board shall take all necessary action to increase the number of directors on the Board to six (6), to be effective as of the Closing. Subject to the qualifications and procedures set forth in this Section 5.3 , the Board shall use its reasonable best efforts to cause one (1) individual who meets the Designee Qualifications designated by the Lead Investor (the “ Investor Designee ”), to be appointed to the Board, effective as of the Closing. The initial Investor Designee designated by the Lead Investor shall be Shan Fu.

(b)          The Investor Designee shall, as determined by the Corporate Governance and Nominating Committee, acting reasonably and in good faith and in a manner consistent with the fiduciary duties of each director, the rules of the NASDAQ and applicable Law, at the time of his or her appointment as a Director:

(i)          meet and comply in all material respects with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company applicable to all non-employee Board members, including the Company’s code of business conduct and ethics, securities trading policies and corporate governance guidelines;

(ii)         meet and comply in all material respects with any and all applicable qualifications, standards and other requirements for service as a Director as set forth in the NASDAQ’s rules;

(iii)        not be involved, during the ten (10) year period prior to his or her nomination or appointment as a Director, in any of the events enumerated in Item 2(d) or Item 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K;

(iv)        not be subject to any Order of any Governmental Entity prohibiting service as a director of any public company;

(v)         not be an employee, officer, or director of, or consultant to, or be receiving any compensation or benefits from, any Restricted Entity (unless otherwise agreed to by the Corporate Governance and Nominating Committee); and

(vi)        have demonstrated, in all material respects, good judgment, character and integrity in his or her personal and professional dealings and have relevant financial, investment, management, international business and/or other business experience, qualification and background for purposes of serving as a Director (the requirements set forth in this Section 5.3(b) , Section 5.3(c) and Section 5.3(d) being referred to, collectively, as the “ Designee Qualifications ”).

(c)          As a condition to the Investor Designee’s appointment or subsequent nomination for election as a Director, the Investor Designee shall have executed and delivered to the Company a Director Confidentiality Agreement in substantially the form attached as Exhibit A attached hereto.

(d)          The Investor Designee, as a condition to his or her appointment to the Board pursuant to this Section 5.3 , must be willing to be interviewed by the Corporate Governance and Nominating Committee on the same basis as any other new candidate for appointment or election to the Board and must be reasonably satisfactory to the Corporate Governance and Nominating Committee acting in good faith. The Lead Investor, in its capacity as a shareholder of the Company on behalf of itself and other members of the Investor Group, and the Investor Designee, shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be or customarily provided by directors, candidates for director, and their Affiliates and representatives for inclusion in a proxy statement or other filing required by applicable Law and the rules of the NASDAQ, in each case to substantially the same extent requested or required of other candidates for appointment or election to the Board after the date hereof.

5.4            Pending Litigation . The Company and the Investors acknowledge and agree that the Company is a party to the Proceedings set forth on Schedule 5.4 of the Company Disclosure Schedule (the “ Pending Litigation ”). The Company shall keep the Investors reasonably informed regarding the Pending Litigation, and the Investors shall reasonably cooperate with the Company, at the Company’s expense (but including only out-of-pocket expenses to unaffiliated third parties, photocopying and delivery costs and not the costs incurred by the Investors for the wages or other benefits paid to its officers, directors or employees), in furnishing reasonably available information, testimony and other assistance in connection with the Pending Litigation. For the avoidance of doubt, the Company shall have the sole and exclusive right to control and direct the Pending Litigation, including the right to settle, compromise or reach any agreement in connection therewith without the Investors’ prior approval; provided , however , that the Investors’ prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for the Company to enter into any such settlement, compromise or agreement that requires rescission of the Transactions or material amendments or modifications to the rights, privileges or preferences (if any) of the Common Shares or to the terms and conditions of this Agreement, the Transaction Documents or the Transactions, in each case, that is adverse to the Investors.

Article 6
General Provisions

6.1            Amendment . This Agreement may not be amended except by an instrument in writing signed by the Parties.

6.2            Waiver . The Investors or the Company may (a) waive any breach of the representations and warranties of the other Parties contained herein or in any document delivered pursuant hereto or (b) waive compliance by the other with any of the agreements or covenants contained herein. Any such waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

6.3            Survival . The representations, warranties, covenants and agreements in this Agreement shall not survive the Closing, except that this Section 6.3 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the Closing (including, for the avoidance of doubt, Section 6.13 ), which shall survive to the extent expressly provided for herein.

6.4            Fees and Expenses . Except as otherwise set forth in this Agreement, all Expenses incurred by the Parties shall be borne solely and entirely by the Party which has incurred the same; provided , however , all legal expenses incurred by the Investors in connection with the Transactions shall be paid and reimbursed by the Company up to an amount equal to $200,000.

6.5            Notice Information . Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered or sent if delivered in Person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained); provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day, (b) on the fifth Business Day after dispatch by registered or certified mail ( provided , that such form of notice may only be used if dispatched from the country in which the recipient is located), (c) on the next Business Day if transmitted by national or international overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), in each case, to the addresses set forth on Exhibit B attached hereto (or to such other Persons or addressees as may be designated in writing by the Party to receive such notice).

6.6            Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

6.7            Entire Agreement . This Agreement (together with the Exhibits and the Company Disclosure Schedule, the other Transaction Documents and the other documents delivered pursuant hereto) constitutes the entire agreement of the Parties and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein or therein, are not intended to confer upon any other Person any rights or remedies hereunder or thereunder.

6.8            Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. On or prior to the Maturity Date (as defined in the Lead Investor Promissory Note), the Lead Investor shall (a) assign its rights and obligations under this Agreement and the other Transaction Documents and (b) assign and transfer the Shares issued to the Lead Investor in connection with the Transactions, in each case, to one or more of the Lead Investor Funds; provided , that no such assignment shall release the Lead Investor from any liability or obligation under this Agreement or the other Transaction Documents; provided , further , the Company hereby consents to such assignment and agrees to take further action, cooperate and use its commercially reasonable efforts to effectuate such assignment.

6.9            No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6.10          Governing Law ; Dispute Resolution .

(a)          This Agreement and all claims and causes of action arising in connection herewith shall be governed by, and construed in accordance with, the Laws of Hong Kong, without regard to Laws that may be applicable under conflicts of laws principles (whether of Hong Kong or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than Hong Kong.

(b)          Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

(c)          There shall be three (3) arbitrators. The Parties agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

(d)          The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

(e)          This agreement to arbitrate shall be binding upon the Parties, their successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

(f)          Except as may be required by Law, no Party may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other Parties, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

6.11          Counterparts . This Agreement may be signed in any number of counterparts, including by facsimile or other electronic transmission each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

6.12          Specific Performance . The Parties agree that if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, irreparable damage would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and accordingly, subject to the limitations set forth in this Section 6.12 , (a) the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific performance of the terms hereof, (b) the Parties waive any requirement for the securing or posting of any bond in connection with the obtaining of any specific performance or injunctive relief and (c) the Parties will waive, in any action for specific performance, the defense of adequacy of a remedy at Law. The Company’s or the Investors’ pursuit of specific performance at any time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such Party may be entitled.

(a)          In the event that (1) a court of competent jurisdiction enters an Order (whether in connection with the Pending Litigation or any other Proceeding) determining on the merits (as opposed to an Order that is preliminary, temporary or merely procedural in nature) that (i) this Agreement, the other Transaction Documents or the Transactions were not duly authorized or approved by the Board, and/or (ii) the Shares were not validly issued or sold to the Investors as contemplated by this Agreement (a “ Rescission Order ”) or (2) the Parties have mutually agreed in writing to rescind the Transactions (the “ Mutual Rescission ”), then each Investor shall be entitled to elect, by written notice delivered to the Company not later than ten (10) Business Days following entry of such Rescission Order or such Mutual Rescission, to rescind this Agreement, the other Transaction Documents and the Transactions with respect to such Investor, effective as of five (5) Business Days after delivery of such written notice to the Company (the “ Initial Rescission Date ”), pursuant to which, on the Initial Rescission Date (A) such Investor shall return to the Company, and forfeit all rights to, the Shares received by such Investor in connection with the Transactions, (B) the Company shall simultaneously refund to such Investor the Rescission Amount and return to such Investor for cancellation any outstanding Promissory Note issued to the Company in connection with the Transactions and (C) this Agreement and the other Transaction Documents shall terminate with respect to such Investor and shall forthwith become void and have no effect with respect to such Investor, without any Liability on the part of any Party or its Related Parties; provided , however , that (x) the provisions of this Section 6.13 and the other provisions of this Article 6 shall survive any termination of this Agreement with respect to such Investor and (y) this Agreement and the other Transaction Documents shall continue in full force and effect with respect to any other Investor. In the event that a Rescission Order shall become final and non-appealable (in a situation in which one or both Investors have not previously elected to rescind this Agreement, the other Transaction Documents and the Transactions), then this Agreement, the other Transaction Documents and the Transactions shall be deemed to be automatically rescinded, effective as of ten (10) Business Days following such Rescission Order becoming final and non-appealable (the “ Final Rescission Date ” and, together with the Initial Rescission Date, a “ Rescission Date ”), pursuant to which, on the Final Rescission Date (I) the Investors shall return to the Company, and forfeit all rights to, the Shares received by the Investors in connection with the Transactions, (II) the Company shall simultaneously refund to the Investors the Rescission Amount and return to the Investors for cancellation any outstanding Promissory Note issued to the Company in connection with the Transactions and (III) this Agreement and the other Transaction Documents shall terminate and shall forthwith become void and have no effect without any Liability on the part of any Party or its Related Parties; provided , however , that the provisions of this Section 6.13 and the other provisions of this Article 6 shall survive any termination of this Agreement. The rescission of the Transactions pursuant to, and the other rights of the Investors expressly set forth in, this Section 6.13 shall be the sole and exclusive remedy (whether at Law, in equity, contract, in tort or otherwise) of the Investors and/or any of their respective Related Parties with respect to the termination of this Agreement, the other Transaction Documents or the Transactions, including with respect to the Pending Litigation or any other Proceeding and the facts, circumstances or other matters considered or alleged therein or in connection therewith. For purposes of this Agreement, the “ Rescission Amount ” shall be an amount equal to (i) if the applicable Rescission Date is prior to the date that is eleven (11) months after the applicable funding date under the applicable Promissory Note, the full amount of the Purchase Price actually paid by the applicable Investor to the Company, in cash (including cash payments of the principal amount owed under any Promissory Note issued to the Company), in connection with the Transactions (the applicable Investor’s “ Purchase Price Amount ”) and (ii) if the applicable Rescission Date is on or after the date that is eleven (11) months after the applicable funding date under the applicable Promissory Note, then an amount equal to the sum of (x) the applicable Investor’s Purchase Price Amount and (y) the Yield Amount that has accrued on the applicable Investor’s Purchase Price Amount, calculated from the date on which the Purchase Price was actually paid by the applicable Investor to the Company, in cash (including cash payments of the principal amount owed under any Promissory Note issued to the Company), in connection with the Transactions and ending on (and including) the applicable Rescission Date. The “ Yield Amount ” shall mean, with respect to the Purchase Price Amount for the applicable Investor, an amount accruing on such Purchase Price Amount actually paid in cash by such Investor on a quarterly basis, at the rate of 8.0% per annum, compounded on the last day of each calendar quarter.

(b)          In furtherance and not in limitation of the foregoing, the Company agrees to indemnify and hold each of the Investors and their respective directors, officers, shareholders, members, partners, employees and other Representatives (each, an “ Investor Indemnified Party ”) harmless against (i) any reasonable documented out-of-pocket Expenses actually incurred by such Investor Indemnified Party in connection with the Pending Litigation and (ii) any Damages actually suffered or incurred by an Investor Indemnified Party in the Pending Litigation or any other Proceeding initiated by a Third Party (including any stockholder of the Company) in connection with this Agreement, the other Transaction Documents or the Transactions (unless such action is based upon a breach of such Investor’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings an Investor Indemnified Party may have with any such Third Party, any violations by an Investor Indemnified Party of state or federal securities laws or any conduct by an Investor Indemnified Party that constitutes fraud, gross negligence or willful misconduct); provided , however , in no event shall the Company’s aggregate liability for indemnification under the foregoing clauses (i) and (ii) exceed $2,000,000 (the “ Indemnity Cap ”).

(c)          If any action shall be brought against any Investor Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Indemnified Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to Such Investor Indemnified Party. Such Investor Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Investor Indemnified Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (subject to the Indemnity Cap). The Company will not be liable to an Investor Indemnified Party under this Agreement for any settlement by such Investor Indemnified Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed.

(d)          No Investor Indemnified Party shall be entitled to indemnification for any (i) special, punitive or exemplary damages, (ii) any loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill, (iii) any lost profits, consequential, indirect or incidental damages, or (iv) any damages calculated based on a multiple of profits, revenue or any other financial metric.

6.14          Non-Recourse . This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement, the Transaction Documents or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such named Party. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or other Representative of any Party, or Affiliate of any of the foregoing (excluding the Company and the Investors) (each a “ Related Party ”), shall have any Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of the Company or the Investors under this Agreement or the other Transaction Documents (whether for indemnification or otherwise) or of or for any claim based on, arising out of or related to this Agreement, the Transaction Documents or the Transactions.

[ Signature pages follow ]

IN WITNESS WHEREOF, the Investors and the Company have caused this Agreement to be executed as of the date first written above by their respective officers or managers thereunto duly authorized.

[ Signature Page to Securities Purchase Agreement ]

[ Signature Page to Securities Purchase Agreement ]

[ Signature Page to Securities Purchase Agreement ]

Exhibit A

Form of Director Confidentiality Agreement

(See attached)

Exhibit B

Notice Information

if to the Lead Investor or the Co-Investor:

Vivo Capital, LLC

505 Hamilton Avenue, Suite 207

Palo Alto, CA 94301

Fax: (650) 688-0815

Attention: Lawrence Wang

Email: lwang@vivocapital.com

Prime Success, L.P.

c/o Advantech Capital

Suites 1702-03, 17/F

One Exchange Square, 8 Connaught Place

Central, Hong Kong

Fax: (852) 2801 4882

Attention: Director

Email: jinjh@advantechcap.com

with a copy (not constituting notice) to:

Ropes & Gray LLP

41st Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attention: James T. Lidbury

Email: James.Lidbury@ropesgray.com

If to the Company, addressed to it at:

Sinovac Biotech Ltd.

No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Fax: +86 10 6296 6910

Attention: Head of Investor Relations

Email: yangg@sinovac.com

with a copy to (for information purposes only):

Latham & Watkins LLP

330 N. Wabash Ave

Suite 2800

Chicago, IL 60611

Fax: (312) 993-9767 

Attention: Bradley C. Faris

Christopher Drewry

Email: Bradley.Faris@lw.com

Christopher.Drewry@lw.com

Exhibit 99.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of July 2, 2018, is by and among Sinovac Biotech Ltd. (the “ Company ”), and Vivo Capital, LLC and Prime Success, L.P. (each, an “ Investor ” and collectively, the “ Investors ”). The Investors and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “ Shareholder ” and collectively as the “ Shareholders .”

WHEREAS, the Company and the Investors are parties to the Securities Purchase Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “ Securities Purchase Agreement ”); and

WHEREAS, the Investors desire to have, and the Company desires to grant, certain registration and other rights under the Securities Act with respect to the Registrable Securities on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.          Definitions . As used in this Agreement, the following terms shall have the following meanings, and capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Securities Purchase Agreement:

“ Adverse Disclosure ” means public disclosure of material non-public information that the Company has determined in good faith (after consultation with legal counsel): (a) would be required to be made in any Registration Statement or Prospectus filed with the SEC by the Company so that such Registration Statement or Prospectus would not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or Prospectus; and (c) the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, (a) “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise and (b) the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. For purposes of this Agreement (but not for purposes of the definition of “Registrable Securities”), none of the Shareholders or their respective Affiliates shall be deemed to be Affiliates of the Company or any of its Subsidiaries.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

“ Common Shares ” means the common shares, $0.001 par value per share, of the Company, and any other capital stock of the Company into which such common shares are reclassified or reconstituted.

“ Company ” shall have the meaning set forth in the preamble.

“ Company Indemnitee ” shall have the meaning set forth in Section 8(e) .

“ Demand Notice ” shall have the meaning set forth in Section 3(b).

“ Demand Registration ” shall have the meaning set forth in Section 3(b).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ FINRA ” shall mean the Financial Industry Regulatory Authority, Inc.

“ Indemnified Party ” shall have the meaning set forth in Section 8(c).

“ Indemnifying Party ” shall have the meaning set forth in Section 8(c).

“ Investor ” and “ Investors ” shall have the meaning set forth in the preamble.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 422 under the Securities Act, relating to an offer of the Registrable Securities.

“ Long-Form Registration ” shall have the meaning set forth in Section 3(b).

“ Losses ” shall have the meaning set forth in Section 8(a).

“ Marketed Offering ” shall mean a registered Underwritten Offering of Registrable Securities (including any registered underwritten Shelf Offering) that is consummated, withdrawn or abandoned by the applicable Shareholders following formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company.

“ Offering Persons ” shall have the meaning set forth in Section 6(r).

“ Person ” shall means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act).

“ Piggyback Notice ” shall have the meaning set forth in Section 4(a).

“ Piggyback Registration ” shall have the meaning set forth in Section 4(a).

“ Piggyback Request ” shall have the meaning set forth in Section 4(a).

“ Proceeding ” shall mean an action, claim, suit, charge, mediation, arbitration, audit or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” shall mean (i) the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus and (ii) any Issuer Free Writing Prospectus.

“ Public Offering ” shall mean the sale of Common Shares to the public for cash pursuant to an effective Registration Statement (other than pursuant to Form S-4, Form F-4 or Form S-8 or any successor form) filed under the Securities Act or any comparable law or regulatory scheme of any foreign jurisdiction.

“ Registrable Securities ” shall mean, as of any date of determination, any Common Shares that the Shareholders have acquired and any other securities issued or issuable with respect to any such shares by way of share split, share subdivision, bonus issue, share dividend, distribution, recapitalization, merger, amalgamation, exchange, replacement or similar event or otherwise acquired from time to time. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities have been otherwise transferred, new certificates for such securities not bearing a restrictive legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities by the Shareholders shall not require registration under the Securities Act; and (c) such securities shall cease to be issued and outstanding. In addition, such securities shall cease to be Registrable Securities with respect to any holder when such holder is able to dispose of all of its, his or her Registrable Securities pursuant to Rule 144 without any notice requirements, volume limitations or manner of sale limitations thereunder, as reasonably determined by the holder; provided that at such time such Registrable Securities are not required to, and do not, bear any legend restricting the transfer thereof.

“ Registration Statement ” shall mean any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Restricted Period ” shall have the meaning set forth in the Shareholders Agreement.

“ Rule 144 ” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” shall mean the U.S. Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ Securities Purchase Agreement ” shall have the meaning set forth in the recitals.

“ Shareholders ” shall have the meaning set forth in the preamble.

“ Shareholders Agreement ” shall have the meaning set forth in Section 11(h).

“ Shelf Offering ” shall have the meaning set forth in Section 4(c).

“ Short-Form Registration ” shall have the meaning set forth in Section 3(b).

“ Subsidiary ” shall mean, with respect to any Person, any company, corporation, partnership, joint venture, limited liability company or other entity (x) of which such Person or a subsidiary of such Person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such Person, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof.

“ Take-Down Notice ” shall have the meaning set forth in Section 4(c).

“ Transfer ” shall mean, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“ Underwritten Registration ” or “ Underwritten Offering ” shall mean a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

“ Well-Known Seasoned Issuer ” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

Section 2.          Holders of Registrable Securities . A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Shareholder.

Section 3.          Shelf Registration; Demand Registrations .

(a)           Filing and Effectiveness of Shelf Registration Statement . Subject to the other applicable provisions of this Agreement and unless otherwise mutually agreed between the Company and the Shareholders holding a majority of the then outstanding Registrable Securities, the Company shall use its reasonable best efforts to (i) prepare, file and cause to be declared effective by the SEC (if such Registration Statement is not an Automatic Shelf Registration Statement), (x) within thirty (30) days following the expiration of the Restricted Period, a Registration Statement in the form of a Short-Form Registration (if the Company is then eligible for the same), or (y) within sixty (60) days following the expiration of the Restricted Period, a Registration Statement in the form of a Long-Form Registration (if the Company is not then eligible for a Short-Form Registration), as applicable, covering the sale or distribution from time to time by the Shareholders pursuant to a plan of distribution acceptable to Shareholders holding a majority of the then outstanding Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities; and (ii) cause such Registration Statement (including by filing a new, replacement Registration Statement as required under the Securities Act) to remain effective under the Securities Act continuously until no Registrable Securities are outstanding.

(b)           Requests for Registration .

(i)          Subject to the following paragraphs of this Section 3(b), following the expiration of the Restricted Period, the Shareholders holding a majority of the then-outstanding Registrable Securities shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 or Form F-3 (which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“ Short-Form Registrations ”) or, if the Company is not then eligible for such short form registration, on Form S-1, Form F-1 or any similar or successor long-form registration (“ Long-Form Registrations ”) (any such written notice, a “ Demand Notice ” and any such registration, a “ Demand Registration ”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within thirty (30) days following receipt of such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided , however , that unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

(ii)         No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained effective for the period required pursuant to this Section 3; (B) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period; or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions.

(iii)        All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof.

(iv)        Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold, or, if such Demand Registration is for an Underwritten Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

(v)         Within five (5) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) days after the date that such notice has been delivered; provided that the Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any Underwritten Registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities subject to such Underwritten Registration. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered. For the avoidance of doubt, an Underwritten Registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

(c)           Priority on Demand Registration . If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter(s) advise the holders of such securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Shareholders of securities entitled to include securities in such Registration Statement pursuant to piggyback registration rights pursuant to this Agreement) is such as to adversely affect the price, timing or distribution of such Underwritten Offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting such Underwritten Offering, and such number of Registrable Securities shall be allocated pro-rata among the Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders.

No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitations shall be included in such offering.

(d)           Postponement of Registration .

(i)          The Company shall be entitled to postpone the filing (but not the preparation) or the initial effectiveness of, or suspend the use of, a Registration Statement up to two times in any twelve (12) month period, in each case for a reasonable period of time that does not exceed, in the aggregate together with all other such postponements or suspensions, ninety (90) days in any twelve (12) month period, if the Company delivers to the Shareholders requesting registration or Shareholders named in a Registration Statement filed pursuant to Section 3(a) a certificate signed by an executive officer certifying that such registration and offering would (A) require the Company to make an Adverse Disclosure or (B) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Shareholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 6(r).

(ii)         If the Company shall so postpone the filing of a Registration Statement pursuant to a Demand Notice, the Shareholders requesting such registration shall have the right to withdraw a request for registration pursuant to Section 3(b) by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Shareholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Shareholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 3(d), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable efforts to cause the effectiveness and the use of the applicable deferred or suspended Registration Statement.

(iii)        In the event the Company exercises its rights to postpone the initial effectiveness of, or suspend the use of, a Registration Statement, the Shareholders agree to suspend, promptly upon their receipt of the certificate referred to above, use of the Prospectus relating to the Demand Registration or Prospectus contained within the Registration Statement filed pursuant to Section 3(a) in connection with any sale or offer to sell Registrable Securities.

(e)           Cancellation of a Demand Registration . Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to this Section 3 shall have the right to notify the Company that they have determined that the applicable Registration Statement be abandoned or withdrawn by giving written notice of such abandonment or withdrawal at any time prior to the effective time of such Registration Statement, in which event the Company shall abandon or withdraw such Registration Statement; provided that any Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 3(f) if such Demand Notice is abandoned or withdrawn in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally. If all Shareholders withdraw their Registrable Securities from a Demand Registration, the Company shall cease all efforts to secure registration.

(f)           Number of Demand Notices . In connection with the provisions of this Section 3, the Shareholders collectively shall have the right to deliver (i) five (5) Demand Notices in connection with Marketed Offerings; provided that in connection therewith, the Company shall cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “ road shows ”), and (ii) three (3) additional Demand Notices in connection with Underwritten Offerings (other than in connection with a Marketed Offering); provided that (A) in connection with any Demand Notice pursuant to clause (ii), the Company shall not be obligated to cause its officers to participate in any “ road show s,” and (B) the Shareholders may not make more than four (4) Demand Registration requests in any 365-day period.

Section 4.          Piggyback Registration; Shelf Take Down .

(a)           Right to Piggyback . Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form S-4, Form F-4, Form S-8 or any successor forms thereto or (ii) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then the Company shall give prompt written notice of such filing no later than ten (10) Business Days prior to the filing date, or, fifteen (15) Business Days in the case of a Public Offering under a shelf registration statement, the anticipated pricing or trade date (the “ Piggyback Notice ”), to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement, or to sell in such Public Offering, the number of Registrable Securities as each such holder may request (each, a “ Piggyback Registration ”). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “ Piggyback Request ”) within ten (10) Business Days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one-hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the holders of the Registrable Securities (other than those making Piggyback Requests) included in such Registration Statement.

(b)           Priority on Piggyback Registrations . If any of the Registrable Securities to be registered pursuant to a Piggyback Registration are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed Underwritten Offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration intend to include in such Underwritten Offering is such as to adversely affect the price, timing or distribution of the securities in such Underwritten Offering, then there shall be included in such Underwritten Offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such Underwritten Offering, and such number of Registrable Securities shall be allocated as follows: (i) first , all securities proposed to be sold by the Company for its own account; (ii) second , all Registrable Securities requested to be included in such Piggyback Registration by the Shareholders pursuant to Section 4, pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such Shareholders; and (iii) third , all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the effectiveness of the Registration Statement, withdraw its request to be included in such Piggyback Registration pursuant to this Section 4.

(c)           Shelf-Take Downs . At any time that a shelf Registration Statement covering Registrable Securities pursuant to Section 3 or Section 4 (or otherwise) is effective, if any Shareholder delivers a notice to the Company (each, a “ Take-Down Notice ”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf Registration Statement (each, a “ Shelf Offering ”), then the Company shall amend or supplement the shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. In connection with any Shelf Offering, including any Shelf Offering that is an Underwritten Offering (including a Marketed Offering) (i) the Company shall, promptly upon receipt of a Take-Down Notice (but in no event more than two (2) days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), deliver a notice to each other holder of Registrable Securities included on such shelf Registration Statement and permit each such holder to include its Registrable Securities included on the shelf Registration Statement in the Shelf Offering if such holder notifies the Company in writing within three (3) days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after delivery of notice to such holder; and (ii) if the Shelf Offering is underwritten, in the event that the managing underwriter(s) of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be included, then the managing underwriter(s) may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as described in Section 3(c) with respect to a limitation of shares to be included in a registration; provided , however , that the Company shall not be obligated to take any action to effect any Shelf Offering that is an Underwritten Offering if a Demand Registration or Piggyback Registration was declared effective or an Underwritten Offering was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company).

Section 5.          Restrictions on Public Sale by Holders of Registrable Securities .

(a)          If any registration pursuant to Section 3 or Section 4 of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will cause each of its executive officers and directors to sign a customary “lock-up” agreement containing provisions consistent with those contemplated pursuant to Section 5(b); and (ii) Underwritten Offering (including with respect to a Shelf Offering pursuant to Section 3(a) or 4(c) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form F-4, Form S-8 or any successor forms thereto or (B) filed to effectuate an offering and sale to employees or directors of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement) for its own account, within ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement) for such offering except as may otherwise be agreed with the holders of the Registrable Securities in such offering.

(b)          Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company in connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, as applicable, that if requested in writing by the managing underwriter or underwriters in such Underwritten Offering, it will not (i) subject to customary exceptions, effect any public sale or distribution, of any of the Company’s securities held by such Shareholder (except as part of such Underwritten Offering) or (ii) enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of such securities during the period commencing on the date of the Prospectus pursuant to which such Underwritten Offering may be made and continuing for not more than ninety (90) days after the date of such Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf Registration Statement). In connection with any Underwritten Offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4, the Company, or, if Shareholders will be selling more Registrable Securities in the offering than the Company, Shareholders holding a majority of the Registrable Securities subject to such Registration Statement shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated; provided that the form so negotiated is reasonably acceptable to the Company or the Shareholders, as applicable, and consistent with the agreement set forth in this Section 5 and that the Company’s executive officers and directors shall also have executed a form of agreement substantially similar to the agreement so negotiated, subject to customary exceptions applicable to natural persons in the roles of executive officers and directors.

Section 6.          Registration Procedures . If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3 or Section 4, the Company shall use its reasonable best efforts to effect such registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof as promptly as practicable, and pursuant thereto the Company shall cooperate in all reasonable respects in the sale of the securities and shall use its reasonable best efforts, as promptly as practicable to the extent applicable, to:

(a)          prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided , however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company’s counsel, such filing is necessary to comply with applicable law;

(b)          prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act in each case, until such time as all of such securities have been disposed of in accordance with the intended method or methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(c)          notify each holder of Registrable Securities covered by the applicable Registration Statement, its counsel and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has been filed or become effective, (ii) of any written comments by the SEC, or any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration Statement, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 6(r) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling Shareholders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information), or, if for any other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act;

(d)          prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(e)          to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company filed any shelf Registration Statement and if requested by a holder of Registrable Securities, the Company shall include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to such holder of Registrable Securities) in order to ensure that such holder of Registrable Securities may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

(f)          if requested by the managing underwriters, if any, or the holders of a majority of the then issued and outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or such post-effective amendment as soon as practicable after the Company has received such request; provided , however , that the Company shall not be required to take any actions under this Section 6(e) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

(g)          furnish or make available to each holder of Registrable Securities covered by the applicable Registration Statement, its counsel and each managing underwriter, if any, without charge, as many conformed copies of the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus, and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (including those incorporated by reference) as such holder, counsel or underwriter may reasonably request; provided that the Company may furnish or make available any such documents in electronic format;

(h)          deliver to each holder of Registrable Securities covered by the applicable Registration Statement, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto and such other documents as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such documents in electronic format (other than, in the case of a Marketed Offering, upon the request of the managing underwriters thereof for printed copies of any such Prospectus or Prospectuses); and the Company, subject to the last paragraph of this Section 6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the holders of Registrable Securities covered by the applicable Registration Statement and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(i)          prior to any Public Offering of Registrable Securities, register or qualify or cooperate with the holders of Registrable Securities covered by the applicable Registration Statement, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any seller or the managing underwriters reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided , however , that the Company will not be required to (i) qualify generally to do business in any jurisdiction where would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to taxation or general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement;

(j)          cooperate with, and direct the Company’s transfer agent to cooperate with, the holders of Registrable Securities covered by the applicable Registration Statement and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legends) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement and, in connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of any Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities under the Registration Statement;

(k)          upon the occurrence of, and the Company’s receipt of knowledge of, any event contemplated by Section 6(c)(vi) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus (then in effect) or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(l)          prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(m)          provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(n)          cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement;

(o)          cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter, if any, to consummate the disposition of such Registrable Securities; provided however that the Company will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.;

(p)          enter into such agreements (including underwriting agreements in form, scope and substance as is customary in Underwritten Offerings and such other documents reasonably required under the terms of such underwriting agreements, including customary legal opinions and auditor “comfort” letters) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities;

(q)          make such representations and warranties to the holders of Registrable Securities covered by the applicable Registration Statement and the underwriters, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaking;

(r)          in connection with a customary due diligence review, make available for inspection by a representative of the holders of Registrable Securities covered by the applicable Registration Statement, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by such holders or underwriter (collectively, the “ Offering Persons ”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such Offering Person in connection with such Registration Statement; provided , however , that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons except (i) where disclosure of such information is requested or legally compelled (in either case pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process), (ii) where such information is or becomes generally known to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement, (iii) where such information (A) was known to such Offering Persons on a nonconfidential basis (prior to its disclosure by the Company) from a source other than the Company that, after reasonable inquiry, is entitled to disclose such information and is not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information, (B) was in the possession of the Offering Persons on a nonconfidential basis prior to its disclosure to the Offering Persons by the Company or (C) is subsequently developed by the Offering Persons without using all or any portion of such information or violating any of the obligations of such Persons under this Agreement or (iv) for disclosure in connection with any suit, arbitration, claim or litigation involving this Agreement or against any Offering Person under federal, state or other securities laws in connection with the offer and sale of any Registrable Securities. In the case of a proposed disclosure pursuant to (i) (or, unless such Person and the Company are adversaries in such suit, arbitration, claim or litigation, (iv)) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and to cooperate with the Company, at the Company’s cost, in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with this provision, the Offering Persons will furnish only that portion of such information that the Offering Persons are advised by legal counsel is legally required and will exercise their reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such information;

(s)          comply with all securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(t)          take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(u)          cooperate with each holder of Registrable Securities covered by the applicable Registration Statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of reasonable best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC;

(v)         cause its officers and employees to use their respective reasonable best efforts to support the reasonable marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, participation in, and preparation of materials for, any “road show”) in a Marketed Offering and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(w)          take all reasonable action to ensure that any Issuer Free Writing Prospectus complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(x)          take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

Each holder of Registrable Securities as to which any registration is being effected shall furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing as a condition for any Registrable Securities to be included in the applicable registration hereunder. For the avoidance of doubt, failure of any holder of Registrable Securities to furnish the Company with such information as requested by the Company pursuant to the preceding sentence shall relieve the Company of any obligation hereunder to include the applicable Registrable Securities of such holder in the Registration Statement with respect to which such information was requested.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 6(c)(ii), (iii), (iv) or (v), such holder will forthwith discontinue disposition of such Registrable Securities pursuant to such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(f), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided , however , that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

Section 7.          Registration Expenses . All fees and expenses incurred by the Company and incident to the performance of or compliance with this Agreement by the Company (including without limitation (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications, (B) rating agencies and (C) compliance with securities or “blue sky” laws, including any reasonable fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 6(i)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) all reasonable fees and disbursements of one legal counsel for the Shareholders with Registrable Securities covered by any Registration Statement, (vi) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (vii) all expenses related to the “road show” for any Marketed Offering, including the reasonable out-of-pocket expenses of the Shareholders and underwriters, if so requested, and (viii) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or “comfort letters” required by or incident to such performance and compliance), shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective. All underwriters’ discounts and selling commissions, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the holders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

The Company shall not be required to pay any discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company).

Section 8.          Indemnification .

(a)           Indemnification by the Company . The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, each shareholder, member, limited or general partner of such holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors and agents and each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each of their respective Representatives from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or Proceeding and any indemnity and contribution payments made to underwriters), expenses, judgments, fines, penalties, charges and amounts paid in settlement, joint or several (collectively, “ Losses ”), as incurred, in each case arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document (including any related Registration Statement, notification, or the like or any materials prepared by or on behalf of the Company as part of any “road show” (as defined in Rule 433(h) under the Securities Act)) incident to any such registration, qualification, or compliance, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each shareholder, member, limited or general partner of such holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors and agents and each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), for any reasonable and documented out-of-pocket legal and any other expenses actually incurred in connection with investigating and defending or, subject to the last sentence of this Section 8(a), settling any such Loss or action; provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder, but only if such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the Transfer of such securities by such holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the holders. The Company shall also indemnify the underwriters participating in the distribution of Registrable Securities, their officers and directors and each Person who controls such underwriters to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld).

(b)           Indemnification by Holder of Registrable Securities . In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder of Registrable Securities shall indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its officers, directors and managing members and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against all Losses arising out of or based on (i) any untrue statement of a material fact contained in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document, or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company or such officers, directors, managing members and control persons for any reasonable and documented out-of-pocket legal or any other expenses actually incurred in connection with investigating or defending any such Loss or action, subject to the immediately following proviso, settling any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities or its authorized representatives expressly for inclusion therein; provided , however , that the foregoing obligations shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld). In no event shall the liability of any holder hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such holder pursuant to Section 8(d) and any amounts paid by such holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

(c)           Conduct of Indemnification Proceedings . If any Person shall be entitled to indemnification hereunder (each, an “ Indemnified Party ”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (each, an “ Indemnifying Party ”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided , however , that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided , however , that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided , further , however , that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 8) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 8).

(d)           Contribution . If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d), an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the total net proceeds received by such holder from the sale of the Registrable Securities giving rise to such contribution obligation and sold by such holder, less any amounts paid by such holder pursuant to Section 8(b) and any amounts paid by such holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale exceeds the amount of any damages that such holder has otherwise been required to pay by reason of the applicable action, statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligations of the holders of Registrable Securities to contribute pursuant to this Section are several and not joint.

(e)           Indemnification Priority. The Company hereby acknowledges and agrees that any of the Persons entitled to indemnification pursuant to Section 8(a) (each, a “ Company Indemnitee ” and collectively, the “ Company Indemnitees ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement without regard to any rights a Company Indemnitee may have against such other sources. The Company further agrees that no advancement or payment by such other sources on behalf of a Company Indemnitee with respect to any claim for which such Company Indemnitee has sought indemnification, advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Company Indemnitee against the Company.

Section 9.          Rule 144 . The Company shall use reasonable best efforts to: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, to the extent required from time to time to enable all holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, Rule 144A or Regulation S (or, if the Company is not required to file such reports, it will, upon the request of any Shareholder, make electronically available (which may include posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, any bona fide prospective holder, any bona fide market maker (or person who intends to be a market maker) or securities analyst such necessary information for so long as necessary to enable all holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, Rule 144A or Regulation S); and (ii) so long as any Registrable Securities are issued and outstanding, furnish holders thereof upon request (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, Rule 144A and Regulation S under the Securities Act, and of the Exchange Act and (B) a copy of the most recent annual or quarterly report of the Company (except to the extent the same is available on EDGAR).

Section 10.         Underwritten Registrations .

(a)           Selection of Underwriters; Selection of Counsel . In connection with any Underwritten Offering, the managing underwriter or underwriters to administer the offering shall be selected by the Shareholders holding the majority of Registrable Securities included in any Demand Registration, including any Shelf Offering initiated by such Shareholders, subject to the reasonable satisfaction of the Company, and the counsel to such holders shall be selected by the holders of a majority of Registrable Securities included in the Demand Registration.

(b)           Shelf and Demand Registrations . If requested by the underwriters for any Underwritten Offering, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the holders of a majority of Registrable Securities being sold and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 8 of this Agreement. The holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements.

(c)           Piggyback Registrations . If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 4 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any holder of Registrable Securities pursuant to Section 4(a), and subject to the provisions of Section 4(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such registration or sale all the Registrable Securities to be offered and sold by such holder among the securities of the Company to be distributed by such underwriters in such registration or sale. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Shareholder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Shareholder, such Shareholder’s title to the Registrable Securities, such Shareholder’s intended method of distribution and any other representations to be made by the Shareholder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Shareholder shall not exceed such Shareholder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Section 11.         Miscellaneous .

(a)           Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and the Shareholders holding a majority of the Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b)           Notices . All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, emailed and confirmed or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties): if to the Company, to the address of its principal executive offices; if to any Shareholder, at such Shareholder’s address as set forth on the records of the Company or such other address as such Shareholder notifies the Company in writing. Any such notice shall be deemed to have been duly given (a) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day, (b) on the fifth Business Day after dispatch by registered or certified mail (provided, that such form of notice may only be used if dispatched from the country in which the recipient is located), (c) on the next Business Day if transmitted by national or international overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), provided that any noticed received by email at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day.

(c)           Successors and Assigns; Shareholder Status . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Shareholders in compliance with any restrictions on Transfer or assignment; provided , however , that (x) the Company may not assign this Agreement (in whole or in part) without the prior written consent of the holders of a majority of the Registrable Securities and (y) (i) holders of Registrable Securities may not assign this Agreement (in whole or in part) without the prior written consent of the Company (such consent not to be unreasonably withheld) and (ii) such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities.

(d)           Counterparts . This Agreement may be executed in two or more counterparts and delivered by facsimile, pdf or other electronic transmission with the same effect as if all signatory parties had signed and delivered the same original document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)           Headings; Construction . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,”; (iii) references to sections and paragraphs refer to sections and paragraphs of this Agreement; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any particular subdivision unless expressly so limited; (v) unless otherwise specified, the term “days” shall mean calendar days; (vi) a “percentage” (or a “majority”) of the Registrable Securities (or, where applicable, any class of securities) shall be determined based on the number of shares of such securities; and (vii) unless otherwise provided, the currency for all dollar figures included in this Agreement shall be the US Dollar.

(f)           Governing Law; Disputes .

(i)          This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with, the laws of the State of New York.

(ii)         Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

(iii)        There shall be three (3) arbitrators. The Company and the Shareholder agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

(iv)        The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

(v)         This agreement to arbitrate shall be binding upon the Company and the Shareholder, and their respective successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

(vi)        Except as may be required by law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

(g)           Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h)           Entire Agreement . This Agreement, that certain Shareholders Agreement, dated as of the date hereof, by and between the Company and the Investors (the “ Shareholders Agreement ”), the Securities Purchase Agreement, the Rights Agreement Amendment and the Promissory Notes are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with the Securities Purchase Agreement, the Shareholders Agreement and the Promissory Note, supersedes all prior agreements and understandings between the parties with respect to such subject matter. Notwithstanding the foregoing, this Agreement shall not supersede the transfer restrictions in the Shareholders Agreement.

(i)           Securities Held by the Company or its Subsidiaries . Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j)           Specific Performance; Further Assurances . The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. The parties hereto agree that in the event the registrations and sales of Registrable Securities are effected pursuant to the laws of any jurisdiction outside of the United States, such parties shall use their respective reasonable best efforts to give effect as closely as possible to the rights and obligations set forth in this Agreement, taking into account customary practices of such foreign jurisdiction, including executing such documents and taking such further actions as may be reasonably necessary in order to carry out the foregoing.

(k)           Term; Other Agreements . This Agreement shall terminate (i) with respect to a Shareholder on the date on which such Shareholder ceases to hold Registrable Securities, (ii) with respect to the Company, the date on which all equity securities have ceased to be Registrable Securities and (iii) upon the dissolution, liquidation or winding up of the Company; provided that such Shareholder’s rights and obligations pursuant to Section 8, as well as the Company’s obligations to pay expenses pursuant to Section 7, shall survive with respect to any Registration Statement in which any Registrable Securities of such Shareholders were included.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date first above written.

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EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this [ · ] day of [ · ], 20[ · ], by [ · ], a [ · ] (the “ New Shareholder ”), pursuant to a Registration Rights Agreement, dated as of July 2, 2018 (the “ Agreement ”), by and between Sinovac Biotech Ltd. (the “ Company ”) and the Investors. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH :

WHEREAS, the Company has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement; and

WHEREAS, the New Shareholder has acquired Registrable Securities directly or indirectly from a Shareholder; and

WHEREAS, the Company and the Shareholders have required in the Agreement that all Persons desiring registration rights pursuant to the Agreement must enter into an Addendum Agreement binding the New Shareholder to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Shareholder acknowledges that it has received and read the Agreement and that the New Shareholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement (or as otherwise provided therein) and shall be deemed to be a Shareholder thereunder.

Exhibit 99.4

EXECUTION VERSION

SINOVAC BIOTECH LTD.

SHAREHOLDERS AGREEMENT

Dated as of July 2, 2018

TABLE OF CONTENTS

SHAREHOLDERS AGREEMENT

This Shareholders Agreement, dated as of July 2, 2018, by and among Sinovac Biotech Ltd. (the “ Company ”), and Vivo Capital, LLC (the “ Lead Investor ”) and Prime Success, L.P. (the “ Co-Investor ”, and together with the Lead Investor, each an “ Investor ” and collectively, the “ Investors ”).

BACKGROUND:

WHEREAS, the Investors and the Company are party to that certain Securities Purchase Agreement (as defined below), pursuant to which, among other things, the Investors agreed to purchase from the Company, and the Company has agreed to issue and sell to the Investors, Common Shares (as defined below), subject to the terms and conditions set forth in the Securities Purchase Agreement;

WHEREAS, concurrently with the execution of this Agreement, the Company and the Investors are entering into a Registration Rights Agreement (the “ Registration Rights Agreement ”), dated as of the date hereof, providing for certain registration rights that the Company is granting to the Investors;

WHEREAS, the execution and delivery of this Agreement and the Registration Rights Agreement is a condition of the Investors and the Company to the Closing;

WHEREAS, in connection with the transactions contemplated by the Securities Purchase Agreement, the Company and the Investors wish to set forth certain understandings between such parties, including with respect to certain governance matters; and

WHEREAS, the Company and the Investors have agreed that the rights and obligations set forth herein shall become automatically effective simultaneously with the Closing (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Article I

INTRODUCTORY MATTERS

1.1            Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ 5% Shareholder ” means, in connection with a proposed Transfer of Equity Securities of the Company, any Person or Group that has filed a statement of beneficial ownership report on Schedule 13D or Schedule 13G with the SEC which reports such Person’s or Group’s Beneficial Ownership of five percent (5%) or more of the total issued and outstanding Common Shares at the time of such proposed Transfer.

“ Acquisition ” means any transaction or series of related transactions involving: (a) any merger, consolidation, share exchange, business combination, recapitalization, reorganization, or other transaction that would result in the shareholders of the Company immediately preceding such transaction Beneficially Owning less than thirty-five percent (35%) of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest), (b) any transaction, including any direct or indirect acquisition or any tender offer, exchange offer or other secondary acquisition, that would result in any Person or Group Beneficially Owning more than thirty-five percent (35%) of the total outstanding Equity Securities of the Company (measured by voting power or economic interest) or (c) any sale, lease, license or other disposition, directly or indirectly, of all or substantially all of the consolidated assets of the Company.

“ Acquisition Proposal ” means any proposal, offer, inquiry, indication of interest or expression of intent (whether binding or non-binding, and whether communicated to the Company, the Board or publicly announced to the Company’s shareholders or otherwise) by any Person or Group relating to an Acquisition.

“ Adjusted Ownership Percentage ” has the meaning set forth in Section 4.3(c) .

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

“ Agreement ” means this Shareholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“ Anticorruption Laws ” means Laws relating to anti-bribery or anticorruption (governmental or commercial) that apply to the business and dealings of the Company or its Subsidiaries, including the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996 and the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.

“ Anti-Money Laundering Laws ” means anti-money laundering-related laws, regulations, and codes of practice applicable to the Company, its Subsidiaries and its operations from time to time, including without limitation (a) the EU Anti-Money Laundering Directives and any laws, decrees, administrative orders, circulars, or instructions implementing or interpreting the same, and (b) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended.

“ Beneficially Own ” (including its correlative meanings, “ Beneficial Owner ” and “ Beneficial Ownership ”) has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; provided , however, that, notwithstanding anything in Rule 13d-3(d)(1)(i) to the contrary, the determination of “Beneficial Ownership” of a Person shall be made after giving effect to the conversion of all options, warrants, rights and convertible or other similar securities outstanding as of any date in question that are held by such Person, irrespective of any conversion or vesting requirement of any such security.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized by Law to close prior to 5 p.m. New York City Time or remain closed.

“ Change of Control ” means any transaction or series of related transactions involving: (a) any merger, consolidation, share exchange, business combination, recapitalization, reorganization, or other transaction that would result in the shareholders of the Company immediately preceding such transaction Beneficially Owning less than fifty percent (50%) of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest), (b) any transaction, including any direct or indirect acquisition or any tender offer, exchange offer or other secondary acquisition, that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company (measured by voting power or economic interest), (c) any sale, lease, license or other disposition, directly or indirectly, of all or substantially all of the consolidated assets of the Company or (d) the majority of the Directors ceasing to be Continuing Directors.

“ Closing ” has the meaning set forth in the Securities Purchase Agreement.

“ Co-Investor ” has the meaning set forth in the Preamble.

“ Co-Investor Observer ” has the meaning set forth in Section 2.4 .

“ Common Shares ” means the common shares, $0.001 par value per share, of the Company, and any other capital stock of the Company into which such common shares are reclassified or reconstituted.

“ Company ” has the meaning set forth in the Preamble.

“ Company Bylaws ” means the By-laws of the Company, as amended.

“ Company Charter ” means the Articles of Incorporation of the Company, as amended.

“ Company Disclosure Schedule ” has the meaning set forth in the Securities Purchase Agreement.

“ Confidentiality Agreement ” has the meaning set forth in Section 4.4 .

“ Continuing Director ” means (a) any Person who is listed on Schedule 1.1 , (b) any Director who was nominated for election or elected to the Board with the approval of the majority of the Continuing Directors who were members of the Board at the time of such nomination or election or (c) any Director who was nominated or elected to the Board by individuals referred to in clauses (a) and (b) above constituting at the time of such nomination or election at least a majority of the Board (excluding, in the case of both clause (b) and clause (c), any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more Directors by any Person or group of Persons other than a solicitation for the election of one or more Directors by or on behalf of the Board).

“ Control ” (including its correlative meanings, “ Controlled ” and “ Controlled by ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Corporate Governance and Nominating Committee ” means the corporate governance and nominating committee of the Board, or another committee performing the functions of nominating or selecting Persons for election or appointment to the Board.

“ Designee Qualifications ” has the meaning set forth in Section 2.2(a)(vi) .

“ Director ” means any director of the Company.

“ Director Confidentiality Agreement ” means a Confidentiality Agreement, substantially in the form attached as Exhibit A to this Agreement (as it may be modified from time to time by the Corporate Governance and Nominating Committee), which each Director that is not an employee of the Company shall be required to execute as a condition to such Director’s election or nomination for election and any subsequent nomination for election as a Director.

“ Director Indemnification Agreement ” means an Indemnification Agreement, substantially in the form attached as Exhibit B to this Agreement (as it may be modified from time to time by the Corporate Governance and Nominating Committee), which each Director shall be required to execute as a condition to such Director’s election or nomination for election and any subsequent nomination for election as a Director.

“ Dispute ” has the meaning set forth in Section 6.8(b) .

“ Equity Securities ” means any and all (a) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (b) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person and (c) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ Exchange ” shall mean the NASDAQ Stock Market LLC or any other exchange on which the Common Shares are listed.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Exempted Person ” has the meaning set forth in Section 4.6 .

“ Governmental Entity ” means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government.

“ Group ” has the meaning assigned to it in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder.

“ HKIAC ” has the meaning set forth in Section 6.8(b) .

“ Initial Investor Designee ” means the individual duly designated by the Lead Investor as the “Investor Designee” (as such term is defined in the Securities Purchase Agreement) and appointed to the Board as of the date hereof, in each case pursuant to Section 5.3 of the Securities Purchase Agreement.

“ Investors ” has the meaning set forth in the Preamble.

“ Investor Acquisition ” means any Acquisition in which an Investor Entity is the acquiror.

“ Investor Designee ” has the meaning set forth in Section 2.1(b) .

“ Investor Entities ” means the Investors and their respective Affiliates.

“ Investor Parties ” means (a) the Investors and (b) any Investor Permitted Transferee that becomes a party to this Agreement by executing a joinder agreement substantially in the form attached as Exhibit C to this Agreement.

“ Investor Permitted Transferee ” has the meaning set forth in Section 4.1(b)(ii) .

“ Issuance Notice ” has the meaning set forth in Section 4.2(a) .

“ Law ” means any applicable United States or foreign federal, national, provincial, state, municipal and local laws, statutes, ordinances, decrees, rules, regulations or Orders of any Governmental Entity, in each case, having the force of law.

“ Lead Investor ” has the meaning set forth in the Preamble.

“ Material Terms ” has the meaning set forth in Section 2.1(b) .

“ Maximum Ownership Percentage ” has the meaning set forth in Section 4.3(c) .

“ New Issuance ” has the meaning set forth in Section 4.2(a) .

“ New Issuance Closing ” has the meaning set forth in Section 4.2(c) .

“ New Securities ” means (a) any Common Shares, (b) any shares of preferred securities or (c) any preferred or debt securities that are convertible into or exchangeable for Common Shares, other than, in each case, any Common Shares or such other securities that are: (i) issued to employees, officers or directors of, or consultants to, the Company or any of its Affiliates pursuant to any plan, agreement or arrangement approved by the Board (or a committee thereof); (ii) issued as consideration in connection with the acquisition by the Company (or any of its Affiliates) of any business, assets or property of any third party, by merger, sale of assets, sale of stock or otherwise; (iii) issued upon conversion or exercise of convertible securities, options, warrants or other similar securities; (iv) distributed or set aside ratably to all holders of Common Shares on a per share equivalent basis; (v) in connection with the bona fide sale by the Company or any of its Subsidiaries of all or substantially all of the Equity Securities of one or more Subsidiaries of the Company; (vi) issued as an “equity kicker” in connection with any debt financing from a financial institution or other equipment or real property loan or leasing arrangement; or (vii) issued upon exercise, redemption or conversion of Rights pursuant to the Rights Agreement.

“ Order ” means any judgment, order, decision, writ, injunction, decree or arbitration award.

“ Per Security Offering Price ” has the meaning set forth in Section 4.2(a) .

“ Percentage Interest ” means, with respect to any shareholder(s) of the Company, the Total Share Ownership of such shareholder(s) divided by the total issued and outstanding Common Shares, including shares issued upon conversion or exercise of convertible securities, options, warrants or other similar securities, in each case, deemed to be Beneficially Owned by such shareholder that are not yet issued and outstanding, expressed as a percentage.

“ Permitted Transfer ” has the meaning set forth in Section 4.1(b) .

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or Group.

“ PRC ” means the People’s Republic of China, excluding for purposes of this Agreement only, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.

“ Promissory Notes ” has the meaning set forth in the Securities Purchase Agreement.

“ Reduction Percentage ” has the meaning set forth in Section 4.3(c) .

“ Registration Rights Agreement ” has the meaning set forth in the Recitals.

“ Restricted Entity ” means (a) that Person listed on Exhibit D-1 and (b) any other Person principally engaged in the business of researching, developing, manufacturing and commercializing vaccines that protect against human infection diseases that, in each case of this clause (b), competes with the Company and is listed on Exhibit D-2 attached hereto, as such list may be amended by the Company acting reasonably and in good faith from time to time, but not more than once every twelve (12) months, by delivery of written notice to Investor no less than one-hundred and twenty (120) days prior to such amendment; provided that for the avoidance of doubt, “Restricted Entity” shall not include any Investor Entity as of the date hereof.

“ Restricted Period ” means the period commencing on the Closing and ending on the nine (9) month anniversary of the Closing.

“ Rights ” means the Series A Junior Participating Preferred Share Purchase Rights issued under the Rights Agreement.

“ Rights Agreement ” means that certain Rights Agreement, dated as of March 28, 2016, between the Company and Pacific Stock Transfer Company, as rights agent, as amended from time to time.

“ Sanctioned Person ” means a Person that is (a) the subject of Sanctions, (b) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region), or (c) majority-owned or controlled by any of the foregoing.

“ Sanctions ” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the Department of Treasury, Office of Foreign Assets Control), (b) the European Union and enforced by its member states, (c) the United Nations, (d) Her Majesty’s Treasury, or (e) other similar governmental bodies with regulatory authority over the Company or any Subsidiary from time to time.

“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Securities Purchase Agreement ” means that certain Securities Purchase Agreement, dated as of July 2, 2018, by and among the Investors and the Company.

“ Subsidiary ” of Investor, the Company or any other Person means any corporation, partnership, joint venture or other legal entity of which Investor, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the capital stock or other Equity Securities the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, limited liability company, partnership, joint venture or other legal entity, or otherwise owns, directly or indirectly, such capital stock or other Equity Securities that would confer Control of any such corporation, limited liability company, partnership, joint venture or other legal entity, or any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act.

“ Sunset Date ” means the earliest date on which (a) the aggregate Percentage Interest of the Investor Entities is less than ten percent (10%) or (b) a Change of Control shall have been consummated or have occurred.

“ Total Number of Directors ” means the total number of authorized Directors comprising the entire Board.

“ Total Share Ownership ” means, as of any applicable date hereunder, and with respect to any Person, the total number of Common Shares (including shares issued upon conversion or exercise of convertible securities, options, warrants or other similar securities) both (a) Beneficially Owned by such Person and (b) in which such Person has the pecuniary interest. For the avoidance of doubt, a Person shall not be deemed to have ownership of a Common Share, for purposes of calculating Total Share Ownership, if such Person has Beneficial Ownership of such Common Share but does not also have the pecuniary interest in such share or, conversely, if such Person has the pecuniary interest in such Common Share but does not also have Beneficial Ownership of such share.

“ Transfer ” (including its correlative meaning, “ Transferred ”) shall mean, with respect to any Equity Security, directly or indirectly, by operation of Law, contract or otherwise, (a) to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such Equity Security, (b) to engage in any hedging, swap, forward contract or other similar transaction that is designed to or which reasonably could be expected to lead to or result in a sale or disposition of Beneficial Ownership of, or pecuniary interest in, such Equity Security, including any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to such Equity Security or (c) to enter into a short sale of, or trade in, derivative securities representing the right to vote or economic benefits of, such Equity Security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ Voting Securities ” means Common Shares and any other securities of the Company entitled to vote generally in the election of Directors.

1.2            Construction . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to any applicable Law shall be deemed to refer to such law or applicable Law as amended from time to time, except as otherwise specified herein, and to any rules or regulations promulgated thereunder. All references to “days” shall mean calendar days unless otherwise indicated. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Article II

CORPORATE GOVERNANCE MATTERS

2.1            Composition of the Board .

(a)          Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing:

(i)          the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and

(ii)         the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board.

(b)          From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II , the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “ Investor Designee ”). Notwithstanding the foregoing provisions of this Section 2.1(b) , on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III , Section 4.1 or Section 4.3 of this Agreement (the “ Material Terms ”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreement.

(c)          In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation.

(d)          For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10 ^th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof.

(e)          The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

2.2            Qualification of the Investor Designee .

(a)          The Investor Designee shall, as determined by the Corporate Governance and Nominating Committee, acting reasonably and in good faith and in a manner consistent with the fiduciary duties of each Director, the rules of the Exchange and applicable Law, at the time of his or her nomination or appointment as a Director and at all times thereafter until such individual ceases to serve as a Director:

(i)          meet and comply in all material respects with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company applicable to all non-employee Board members, including the Company’s code of business conduct and ethics, securities trading policies and corporate governance guidelines;

(ii)         meet and comply in all material respects with any and all applicable qualifications, standards and other requirements for service as a Director as set forth in the Exchange’s rules;

(iii)        not be involved, during the ten (10) year period prior to his or her nomination or appointment as a Director, in any of the events enumerated in Item 2(d) or Item 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K;

(iv)        not be subject to any Order of any Governmental Entity prohibiting service as a director of any public company;

(v)         not be an employee, officer, or director of, or consultant to, or be receiving any compensation or benefits from, any Restricted Entity (unless otherwise agreed to by the Corporate Governance and Nominating Committee); and

(vi)        have demonstrated in all material respects good judgment, character and integrity in his or her personal and professional dealings and have relevant financial, investment, management, international business and/or other business experience, qualification and background for purposes of serving as a Director (the requirements set forth in this Section 2.2(a) , Section 2.2(b) and Section 2.2(c) being referred to, collectively, as the “ Designee Qualifications ”).

(b)          As a condition to the Investor Designee’s election or nomination for election and any subsequent nomination for election as a Director, the Investor Designee shall have executed and delivered to the Company a Director Confidentiality Agreement and shall have executed and delivered a consent in the same form as the other non-employee directors to be named as a nominee in any proxy statement or similar materials for any annual meeting or special meeting of shareholders and to serve as a Director if so elected.

(c)          The Investor Designee, as a condition to his or her appointment or election to the Board must be willing to be interviewed by the Corporate Governance and Nominating Committee on the same basis as any other new candidate for appointment or election to the Board and must be reasonably satisfactory to the Corporate Governance and Nominating Committee acting in good faith. The Lead Investor, in its capacity as a shareholder of the Company on behalf of itself and the other Investor Entities, and the Investor Designee, shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection with assessing qualification, independence and other criteria applicable to Directors, or required to be or customarily provided by directors, candidates for director, and their respective Affiliates and representatives for inclusion in a proxy statement or other filing required by applicable Law and the rules of the Exchange, in each case to substantially the same extent requested or required of other candidates for appointment or election to the Board after the date hereof.

2.3            Resignations . Notwithstanding anything to the contrary in this Agreement, if, at any time, the Lead Investor is no longer entitled to designate the Investor Designee pursuant to Section 2.1(b) , the Lead Investor shall cause, to the fullest extent permitted by applicable Law, the Investor Designee to promptly tender his or her resignation from the Board and any applicable committee of the Board. If the Lead Investor is required to cause the Investor Designee to tender his or her resignation from the Board and the Investor Designee does not promptly tender his or her resignation from the Board, the Investor Designee shall not thereafter be entitled to participate in any meetings, deliberations, votes or other actions as a member of any committee of the Board or as a Director of the Board.

2.4            Co-Investor Observer . From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II , the Co-Investor shall have the right (but not the obligation) to designate one (1) representative (the “ Co-Investor Observer ”) to attend, and the Company shall invite the Co-Investor Observer to attend, all meetings of the Board in a nonvoting observer capacity, at the expense of the Company, and, in this respect, the Co-Investor Observer shall be entitled to receive, and the Company shall provide to the Co-Investor Observer, copies of all notices, minutes, consents and other materials that it provides to the Directors at the same time and in the same manner provided to the Directors; provided , however , the Co-Investor Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided further , that the Company reserves the right to withhold information and to exclude the Co-Investor Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or relate to a conflict of interest, or otherwise result in a breach of the Board’s fiduciary duties; provided further , that the Company’s such decision shall be made by the Board in good faith. Notwithstanding the foregoing provisions of this Section 2.1(b) , on and after the Sunset Date, or the earlier date on which any Investor Entity of the Co-Investor intentionally breaches the Material Terms in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Co-Investor shall not be entitled to designate any individual to serve as the Co-Investor Observer, and the Co-Investor Observer shall not be entitled to serve in such capacity, in each case pursuant to this Agreement.

Article III

VOTING MATTERS

3.1            Voting . Until the Sunset Date, at any meeting of shareholders of the Company at which any matter is submitted to a vote of the shareholders of the Company (or if action is taken by written consent of shareholders of the Company in lieu of a meeting), the Investor Parties shall vote, or cause to be voted (including, if applicable, by written consent), all Voting Securities Beneficially Owned by the Investor Entities (a) affirmatively in favor of the election of all of the director designees nominated to serve as a Director (including the Investor Designee nominated in accordance with this Agreement) and (b) consistent with the recommendations of the majority of the Board as to all other matters; provided, that, each Investor Entity shall be permitted to vote its Voting Securities in its discretion with respect to any Acquisition (and any other related matter the approval of which is required to consummate such Acquisition).

3.2            Quorum . Until the Sunset Date, at each meeting of the Company’s shareholders, the Investor Entities shall cause all of the Voting Securities Beneficially Owned by Investor Entities to be present in person or by proxy for quorum purposes, and shall ensure that its broker-designees, if any, have the authority to vote on at least one “routine” matter at a meeting of the Company’s shareholders sufficient to be counted as present for quorum purposes.

Article IV

ADDITIONAL COVENANTS

4.1            Transfer Restrictions .

(a)          During the Restricted Period, no Investor Party shall Transfer any Common Shares, other than pursuant to a Permitted Transfer.

(b)          “ Permitted Transfer ” means:

(i)          a Transfer that has been approved in advance by a majority of the independent and disinterested members of the Board;

(ii)         a Transfer to any Investor Entity that is not a Restricted Entity (any such Investor Entity, an “ Investor Permitted Transferee ”), if such Investor Permitted Transferee shall have agreed in writing to be bound to the same extent as Investor by the obligations of this Agreement by executing a joinder agreement substantially in the form attached as Exhibit C to this Agreement;

(iii)        a Transfer in connection with any Acquisition approved by the Board or a duly-authorized committee thereof (including if the Board or such committee recommends that the Company’s shareholders tender in response to a tender or exchange offer that, if consummated, would constitute an Acquisition); or

(iv)        a Transfer that constitutes a tender into a tender or exchange offer commenced by the Company or any of its Affiliates.

(c)          Following the Restricted Period, each Investor Party shall be free to Transfer any Common Shares; provided , that (i) with respect to any Transfer, other than a Permitted Transfer or an underwritten public offering or an underwritten block trade, the Investor Parties shall not Transfer any Common Shares to (A) any Restricted Entity or (B) any Person or Group that is a 5% Shareholder or that would become a 5% Shareholder as a result of the Transfer, (ii) with respect to any Transfer, other than a Permitted Transfer, that is an underwritten public offering or an underwritten block trade, such Investor Party shall request that the managing underwriter(s) or broker(s) not to Transfer any Common Shares to any Person or Group that is a 5% Shareholder or that would become a 5% Shareholder as a result of the Transfer (unless, in each case, the identity of the Person purchasing the Common Shares is not known to the managing underwriter(s) or broker(s)); provided , that the Investor Parties shall not have any liability for a failure by the managing underwriter(s) or broker to follow such request, and (iii) with respect to a Transfer, other than a Permitted Transfer, that is an underwritten block trade, such Investor Party shall request that the broker(s) not to Transfer any Common Shares to a Restricted Entity (unless the identity of the Person purchasing the Common Shares is not known to such Investor Party or broker(s)); provided , that the Investor Parties shall not have any liability for a failure by the broker(s) to follow such request. For purposes of this Section 4.1(c) , the total number of Common Shares issued and outstanding at any time shall be the number specified in the most recent SEC filing of the Company disclosing the total number of Common Shares issued and outstanding.

(d)          Any Transfer or attempted Transfer of Equity Securities of the Company in violation of this Section 4.1 shall, to the fullest extent permitted by applicable Law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the books of the Company.

“THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.

THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT, DATED JULY 2, 2018 (AS IT MAY BE AMENDED FROM TIME TO TIME), BY AND AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO, COPIES OF WHICH ARE PUBLICLY FILED OR ON FILE WITH THE SECRETARY OF THE ISSUER.”

Notwithstanding the foregoing, upon the request of the applicable Investor Party, (i) in connection with any Transfer of Common Shares in accordance with the terms of this Agreement (other than Section 4.1(b)(ii) ), the Company shall promptly cause the second paragraph of the legend (or notation) to be removed upon such Transfer if such restrictions would not be applicable following such Transfer, (ii) following receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend (or notation) may be lifted in connection with the Transfer of Common Shares, the Company shall promptly cause the first paragraph of the legend (or notation) to be removed from any Common Shares to be Transferred in accordance with the terms of this Agreement and (iii) to the extent the first and second paragraph of the legend (or notation) would be removed pursuant to this paragraph in connection with any Transfer of Common Shares, the Company shall use reasonable efforts to cause such Common Shares to be registered in the name of The Depository Trust Company’s nominee.

4.2            Right of First Refusal .

(a)          If the Company, at any time or from time to time following the Closing and prior to the Sunset Date, proposes to issue (a “ New Issuance ”) any New Securities, the Company shall provide each Investor with written notice (an “ Issuance Notice ”) of such New Issuance at least fifteen (15) Business Days prior to the proposed issuance of such New Securities. The Issuance Notice shall set forth the material terms and conditions of the New Issuance, including (i) the proposed number of New Securities if known or, if not known, an estimate thereof, (ii) a description of the New Securities and proposed manner of sale, (iii) the purchase price per New Security (or conversion price or premium in the event of an offering of convertible debt) (the “ Per Security Offering Price ”) if known or, if not known, an estimate thereof, and (iv) the proposed issuance date if known or, if not known, an estimate thereof. Each Investor shall be entitled to purchase (either directly or through any other Investor Parties or Investor Permitted Transferees), at the Per Security Offering Price and on the other terms and conditions specified in the Issuance Notice, any portion of such New Securities that does not exceed the Percentage Interest of the Investor Entities immediately prior to such New Issuance. To the extent required by the Laws of Antigua and Barbuda, the Exchange, the Company Charter and the Company Bylaws, the Company shall use its reasonable best efforts, in accordance with the Laws of Antigua and Barbuda, the Exchange, the Company Charter and the Company Bylaws, to obtain the approval (if any) of the shareholders of the Company for any issuance of New Securities to the Investors; provided , however , that no such approval shall delay the issuance of New Securities to any Person other than the Investors.

(b)          Each Investor may exercise its rights under this Section 4.2 by delivering written notice of its election to purchase (either directly or through any other Investor Parties or their Investor Permitted Transferees) such New Securities to the Company within ten (10) Business Days after receipt of the Issuance Notice, which notice shall specify the number of New Securities requested to be purchased by such Investor. Delivery of such notice shall constitute a binding commitment of Investor to purchase (either directly or through any other Investor Parties or their Investor Permitted Transferees) the amount of New Securities so specified at the Per Security Offering Price and on the terms and conditions specified in the Issuance Notice. If, at the termination of such ten (10) Business Day period, such Investor has not exercised its right to purchase any such New Securities, such Investor shall be deemed to have waived its rights under this Section 4.2 with respect to, and only with respect to, the purchase of the New Securities specified in the applicable Issuance Notice.

(c)          The closing of any sale of New Securities to an Investor, any other Investor Parties or Investor Permitted Transferees pursuant to this Section 4.2 shall take place concurrently with the consummation of the sale of the New Securities on the terms set forth in the Issuance Notice to all other Persons purchasing such New Securities (the “ New Issuance Closing ”).

(d)          If the Company issues, at the New Issuance Closing, less than all of the New Securities described in the Issuance Notice, then the number of New Securities the applicable Investor (and any other Investor Parties and Investor Permitted Transferees) shall be entitled to purchase in connection with such New Issuance pursuant to this Section 4.2 shall be reduced proportionately and Investor’s notice delivered pursuant to Section 4.2(b) shall be deemed amended to reflect such reduction. If the number of New Securities is reduced as contemplated by this Section 4.2(d) , the Company shall not issue or sell the remainder of the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 . If the Company issues, at the New Issuance Closing, more than the New Securities described in the Issuance Notice, then the number of New Securities that the applicable Investor (and any other Investor Parties and Investor Permitted Transferees) shall be entitled to purchase in connection with such New Issuance pursuant to this Section 4.2 shall be increased proportionately and Investor’s notice delivered pursuant to Section 4.2(b) shall be deemed amended to reflect such increase.

(e)          If the New Issuance Closing (other than any over-allotment closing) does not occur within ninety (90) days after the date of the Issuance Notice, the Company shall not issue or sell the New Securities described in the Issuance Notice without again complying with the provisions of this Section 4.2 .

(f)          Each Investor (or any other Investor Parties or Investor Permitted Transferees) shall, prior to the closing of any offering pursuant to Rule 144A (or a successor rule) under the Securities Act in which any of them has elected to purchase New Securities pursuant to this Section 4.2 , execute and deliver all such documents and instruments as are customarily required in connection with such an offering and are reasonably requested by the Company, including, without limitation, customary investment representations and representations as to its status as the type of offeree to whom a private sale may be made pursuant to the Securities Act, and any failure to deliver or enter into any such documents and instruments at or prior to such closing shall constitute a waiver of the right of first refusal set forth in this Section 4.2 with respect to such New Issuance.

(g)          Notwithstanding the foregoing provisions of this Section 4.2 , this Section 4.2 shall not apply and the Investor Entities shall have no rights under this Section 4.2 if, at any time, any Investor Entity intentionally breaches any of the terms of this Agreement or the Confidentiality Agreement in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure.

4.3            Standstill .

(a)          Subject to Section 4.3(b) , on and after the Closing until the Sunset Date, the Investors and the Investor Parties shall not, shall cause their respective Affiliates not to, and shall cause the Investor Parties and their respective Affiliates acting at their direction not to, in any manner, directly or indirectly, without the prior written consent of, or waiver by, the Company:

(i)          acquire, offer to acquire, agree to acquire, or solicit an offer to sell, by purchase or otherwise, Beneficial Ownership of any Equity Securities of the Company (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such Equity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of the foregoing)) other than: (A) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; (B) pursuant to Section 4.1(b)(ii) or Section 4.2; or (C) a Transfer between the Investor Parties; provided, that no Investor Party shall be in breach of this Section 4.3(a)(i) as a result of the acquisition by the Investor Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to the Investor Designee, or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to the Investor Designee;

(ii)         make any public announcement or public offer with respect to any merger, business combination, tender or exchange offer, recapitalization, reorganization, restructuring, liquidation, Change of Control or other similar extraordinary transaction involving the Company or any of its Subsidiaries or any acquisition of all or substantially all the assets or indebtedness of the Company (unless such transaction is approved or affirmatively recommended by the Board);

(iii)        make, knowingly encourage or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) to vote any Voting Securities, or seek to advise or influence any Person with respect to the voting of, any Voting Securities (other than, in each case, in a manner that is consistent with the Board’s recommendation in connection with a matter);

(iv)        seek election to, or seek to place a representative on, the Board or seek removal of any member of the Board or otherwise act, alone or in concert with others, to seek representation or to control or influence the management, the Board or policies of the Company (other than (A) with respect to the election or removal of the Investor Designee or (B) to vote in accordance with the requirements of Article III );

(v)         call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company;

(vi)        form, join or in any way participate in a Group with respect to Equity Securities (other than a Group consisting solely of the Investor Parties);

(vii)       otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management or the policies of the Company (for the avoidance of doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier, industry participant or the like);

(viii)      advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons in connection with any of the foregoing activities;

(ix)         publicly disclose any intention, plan, proposal or arrangement inconsistent with any of the foregoing activities;

(x)          arrange, or in any way provide, directly or indirectly, any financing for the purchase by any Person or Group of any Equity Securities or assets of the Company, other than debt financing for (A) the purchase of assets then being offered for sale by the Company and approved by the disinterested Directors, (B) the Transfer of any Common Shares to an Investor Party or an Investor Permitted Transferee, (C) purchases of any Equity Securities of the Company by an Investor Entity that are permitted by this Agreement and (D) an Investor Acquisition;

(xi)         take any action the Investors or an Investor Party knows, or would reasonably be expected to know, after consultation with outside legal counsel, would require the Company to make a public announcement regarding the possibility of an Acquisition or any of the foregoing activities;

(xii)        deposit any Equity Securities of the Company into a voting trust or subject any Equity Securities to any agreement or arrangement (including by granting any proxies with respect to the Equity Securities to any third party with respect to the voting of such Equity Securities with any third party) other than (A) to provide for voting solely in accordance with this Agreement or (B) pursuant to any agreement or arrangement of the Investor set forth in the organizational or governance documents of the Investor existing on the date hereof; or

(xiii)       contest the validity of this Section 4.3(a) or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of the restrictions contained herein, it being understood and agreed that (A) this Section 4.3 shall not limit (x) the activities of the Investor Designee taken in good faith in his or her capacity as a Director or (y) the participation of the Investor Designee in any Board (or committee of the Board, as applicable) discussions, deliberations, negotiations or determinations, and (B) the Investors shall be responsible for any breach of this Section 4.3 caused by any action taken by any Investor Entity or by a representative of an Investor Entity acting at the direction of any Investor Entity.

(b)          Notwithstanding anything to the contrary in Section 4.3(a) , no Investor Party shall be prohibited or restricted from initiating and engaging in private discussions with, and/or making and submitting to, the Company and/or the Board a non-public, confidential Acquisition Proposal so long as such Investor Party does not know, and would not be reasonably expected to know, after consultation with outside legal counsel, that such actions would be reasonably likely to require the Investor, the Company or any other Person to make a public announcement regarding such Acquisition Proposal. For the avoidance of doubt, Section 4.3(a) shall continue to apply except to the extent such provisions would prevent an Investor Party from taking the actions expressly permitted by this Section 4.3(b) .

(c)          Notwithstanding anything to the contrary in Section 4.3(a) , each Investor may (directly or through any of its Affiliates), at any time and from time to time, purchase Common Shares in open market transactions in an amount that, when aggregated with the number of Common Shares then Beneficially Owned by such Investor and its Affiliates, would not then exceed a percentage of the Common Shares outstanding at such time equal to the lower of (i) ten percent (10%) and (ii) the Adjusted Ownership Percentage (such lower percentage, the “ Maximum Ownership Percentage ”). The “ Adjusted Ownership Percentage ” shall initially be equal to ten percent (10%) and, upon each Transfer of Common Shares by an Investor or its Affiliates that (A) is to a Person other than such Investor or its Affiliates and (B) occurs when the aggregate Total Share Ownership of such Investor and its Affiliates, as a percentage of the total number of outstanding Common Shares is less than or equal to ten percent (10%) or causes such percentage to be less than ten percent (10%), shall be reduced by a percentage (the “ Reduction Percentage ”) equal to the percentage of the total number of outstanding shares of Common Shares that such Transfer of shares of Common Shares constituted, but in no event shall a Reduction Percentage be greater than the difference between ten percent (10%) and the aggregate Total Share Ownership of such Investor and its Affiliates, as a percentage of the total number of outstanding Common Shares, following such Transfer. For purposes of this Section 4.3(c) , the total number of Common Shares outstanding at any time shall be the number specified in the latest of (i) the most recent SEC filing of the Company disclosing the total number of Common Shares outstanding or (ii) a written notice from the Company, which will be provided to the Investors as soon as reasonably practicable upon a written request therefor from the Investors following any New Issuance or Acquisition. For the avoidance of doubt, Section 4.3(a) shall continue to apply except to the extent such provisions would prevent an Investor Party from taking the actions expressly permitted by this Section 4.3(c) .

4.4            Information and Access Rights . Until the Sunset Date, the Company shall, and shall cause its Subsidiaries to, (i) upon reasonable notice to the Company and at such reasonable times as the Investor Parties may reasonably request, (A) afford the Investor Parties and their respective representatives access to its officers, properties, offices and other facilities and to its books and records, and (B) afford the Investor Parties and their respective representatives with the opportunity to consult with its officers from time to time as the Investor Parties may reasonably request regarding the affairs, finances and accounts of the Company and its Subsidiaries, (ii) to the extent otherwise prepared by the Company and provided to the Board, provide annual operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries, (iii) provide audited annual and unaudited quarterly financial statements and (iv) subject to applicable Law, provide any additional information regarding the affairs, finances and accounts of the Company and its Subsidiaries that is reasonably requested by the Investor Parties from time to time (it being acknowledged that the Company may reasonably withhold information that constitutes a trade secret or other competitively sensitive intellectual property or is subject to attorney-client privilege). Each Investor hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, such Investor and its Affiliates shall be provided confidential information in accordance with and subject to the terms of a Confidentiality Agreement executed and delivered concurrently with the Closing (the “ Confidentiality Agreement ”).

4.5            Public Announcements . The initial press release with respect to this Agreement shall be a joint press release to be reasonably agreed upon by the Investors and the Company. Thereafter, the Investors and the Company shall consult with each other before issuing any press release, or other public announcement with respect to this Agreement or the matters contemplated hereby and, except in respect of any such press release or other public announcement as may be required by applicable Law or any applicable rule of any securities exchange or association, shall not issue any such press release or other public announcement prior to such consultation. No Investor shall and each Investor shall cause its Affiliates and representatives not to, and the Investors shall cause the Investor Parties and their respective Affiliates acting at their direction not to, in any manner, disparage or cause to be disparaged the Company or its Affiliates or any of its or their respective current or former directors or executive officers, and the Company shall not, shall cause its Affiliates not to, and shall cause its representatives and the representatives of its Affiliates acting at their direction not to, in any manner disparage or cause to be disparaged any of the Investor Parties or any of their respective Affiliates, or any of its or their respective current or former directors, managers or executive officers.

4.6            Waiver of Corporate Opportunity .

(a)          To the fullest extent permitted by applicable Law, the Company hereby agrees that the Exempted Persons shall not have any obligation to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its Subsidiaries. To the fullest extent permitted by applicable Law, the Company, on behalf of itself and its Subsidiaries, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. The Company hereby further agrees that, subject to Section 4.6(b) , each Exempted Person shall have no duty to communicate or offer such business opportunity to the Company (and that there shall be no restriction on the Exempted Persons using the general knowledge and understanding of the Company and the industry in which the Company operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring, governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable Law, shall not be liable to the Company or any of its Subsidiaries or shareholders for breach of any fiduciary or other duty, as a director or officer or otherwise, solely by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries, or uses such knowledge and understanding in the manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this Section 4.6 and is entitled to rely upon and enforce the rights and obligations granted herein. “ Exempted Person ” shall mean the Investor Designee, the Investors, its Affiliates and each of their respective partners, principals, directors, officers, members, managers, managing directors, operating partners and/or employees, as applicable. In addition to and notwithstanding the foregoing, a corporate opportunity shall not be deemed to belong to the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Company’s business or is of no practical advantage to it or that is one in which the Company has no interest or reasonable expectancy. The Company hereby covenants and agrees that it shall not take any action, or adopt any resolution, inconsistent with the provisions of this Section 4.6 .

(b)          Notwithstanding anything to the contrary in this Section 4.6 , the Company does not renounce its interest in, and the provisions of Section 4.6 shall not apply to, any corporate or business opportunity offered to the Investor Designee if such opportunity is offered to such person in his or her capacity as a director or officer of the Company.

4.7            Anticorruption Laws; Anti-Money Laundering Laws .

(a)          The Company covenants that it shall not, and shall cause its Subsidiaries not to, and shall use its commercially reasonable efforts to procure that, the Company’s and its Subsidiaries’ respective directors, officers, employees or agents shall not in the course of his or her actions for, or on behalf of, the Company or its Subsidiaries, to the knowledge of the Company:

(i)          offer, promise, provide, or authorize the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or knowingly indirectly, to any government official, to unlawfully influence official action or secure an improper advantage, or to unlawfully encourage the recipient to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist the Company or its Subsidiaries in obtaining or retaining business, or otherwise act in violation of any applicable Anticorruption Laws;

(ii)         engage in any unlawful dealings or transactions with or for the benefit of any Sanctioned Person, nor otherwise violate Sanctions;

(iii)        violate any Anti-Money Laundering Laws; or

(iv)        invest any earnings from criminal activities in the Company or its Subsidiaries.

(b)          The Company shall promptly notify the Investors of any actual legal proceedings or enforcement action to which the Company or its Subsidiaries is a party, or to the knowledge of the Company, the Company’s and its Subsidiaries’ respective directors, officers, employees or agents in the course of his or her actions for, or on behalf of, the Company or its Subsidiaries is a party, in each case, relating to any breach or suspected breach of any applicable Anticorruption Laws, Anti-Money Laundering Laws or Sanctions.

Article V

REPRESENTATIONS AND WARRANTIES

5.1            Representations and Warranties of the Company . The Company hereby represents and warrants to Investor as follows as of the Closing that, except as set forth in the Company Disclosure Schedule:

(a)          The Company is an international business company, duly incorporated, validly existing and in good standing under the Laws of Antigua. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under the Agreement.

(b)          The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (i) applicable Law, (ii) the organizational documents of the Company or (iii) any contract or agreement to which the Company is a party.

(c)          The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Investors, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

5.2            Representations and Warranties of the Investors . Each Investor hereby represents and warrants (on a several but not joint basis) to the Company as follows as of the Closing:

(a)          Such Investor is duly organized, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization. Such Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)          The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (i) applicable Law, (ii) its organizational documents or (iii) any contract or agreement to which it is a party.

(c)          The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by such Investor and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Investor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

5.3            No Other Representations or Warranties . Each of the Investors and the Company hereby acknowledges and agrees that except for the express representations and warranties set forth in this Article V , the Securities Purchase Agreement and the Registration Rights Agreement, neither party hereto nor any Person acting on its behalf is making any representation or warranty of any kind, express or implied, in connection with the negotiation, execution or performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement or the transactions contemplated hereby and thereby.

Article VI

GENERAL PROVISIONS

6.1            Termination . Unless otherwise specified herein, this Agreement shall automatically terminate on the date on which the aggregate Percentage Interest of the Investor Entities is less than five percent (5%); provided , that, Section 6.2 , Section 6.3 , Section 6.7 , Section 6.8 , Section 6.9 , Section 6.10 and Section 6.11 shall survive the termination of this Agreement indefinitely, or as specified therein.

6.2            Notices . Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered or sent if delivered in Person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day (b) on the fifth Business Day after dispatch by registered or certified mail (provided, that such form of notice may only be used if dispatched from the country in which the recipient is located), (c) on the next Business Day if transmitted by national or international overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), provided that any notice received by email at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day, in each case to, the addresses set forth on Exhibit E (or to such other Persons or addressees as may be designated in writing by the party to receive such notice).

6.3            Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified, and the observance of any term hereof may be waived, only by a written instrument executed by (a) the Company and (b) the Investors. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Any amendment, supplement or modification to this Agreement and any waiver of any term hereof effected in accordance with this Section 6.3 shall be binding on each party hereto and all of such party’s successors and permitted assigns, whether or not such party, successor or permitted assign entered into or approved such amendment, supplement or modification.

6.4            Further Assurances . Each party hereto shall sign such further documents and do and perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of this Agreement.

6.5            Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned, except by any Investor Party to any Investor Permitted Transferee that has executed a joinder agreement substantially in the form attached as Exhibit C to this Agreement, without the express prior written consent of the other parties hereto, and any attempted assignment, without such consent, will be null and void.

6.6            Action by Investor Majority . Notwithstanding anything herein to the contrary, any actions required or contemplated to be taken hereunder by the Investors shall be effective if taken by the Investors holding a majority of the Common Shares issued to all of the Investors, and any such action by the Investors holding a majority of the Common Shares issued to all of the Investors shall bind all of the Investors,

6.7            Third Parties . Except as set forth in Section 4.6 , this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

6.8            Governing Law; Dispute Resolution .

(a)          This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without regard to principles of conflicts of Laws thereof.

(b)          Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

(c)          There shall be three (3) arbitrators. The Company and the Investors agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

(d)          The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

(e)          This agreement to arbitrate shall be binding upon the Company and the Investors, and their respective successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

(f)          Except as may be required by Law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

6.9            Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party hereto accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

6.10          Entire Agreement . This Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Confidentiality Agreement and the Promissory Notes set forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof other than those expressly set forth herein or in the Securities Purchase Agreement, the Registration Rights Agreement and the Confidentiality Agreement. This Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Confidentiality Agreement and the Promissory Notes supersede all other prior agreements and understandings between the parties with respect to such subject matter.

6.11          Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

6.12          Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

6.13          Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

[Signature Page to Shareholders Agreement]

Schedule 1.1

Existing Directors

Weidong Yin

Simon Anderson

Yuk Lam Lo

Meng Mei

Kenneth Lee

Exhibit A

Form of Director Confidentiality Agreement

See attached.

Exhibit B

Form of Director Indemnification Agreement

See attached.

Exhibit C

Form of Joinder Agreement

See attached.

Exhibit D-1

Restricted Entities

SINOBIOWAY AND ITS AFFILIATES

Exhibit D-2

Restricted Entities

KUNMING INSTITUTE OF BIOLOGICAL PRODUCT

SANOFI PASTEUR

MERCK SHARP & DOHME CORP

HUALAN BIOLOGICAL ENGINEERING INC.,

CHANGCHUN INSTITUTE OF BIOLOGICAL PRODUCTS,

CHANGCHUN CHANGSHENG OF BIOLOGICAL PRODUCTS,

ALEPH BIOLOGICAL CO., LTD. (DALIAN YALIFENG

CHINA NATIONAL BIOTEC GROUP CO., LTD.

SHANGHAI INSTITUTE OF BIOLOGICAL PRODUCTS

Exhibit E

Notices

if to the Company:

Sinovac Biotech Ltd.

No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Fax: +86 10 6296 6910

Attention: Head of Investor Relations

Email: yangg@sinovac.com

with a copy (not constituting notice) to:

Latham & Watkins LLP

330 N. Wabash Ave

Suite 2800

Chicago, IL 60611

Fax: (312) 993-9767

if to the Lead Investor or the Co-Investor:

Vivo Capital, LLC

505 Hamilton Avenue, Suite 207

Palo Alto, CA 94301

Fax: (650) 688-0815

Attention: Lawrence Wang

Email: lwang@vivocapital.com

Prime Success, L.P.

c/o Advantech Capital

Suites 1702-03, 17/F

One Exchange Square, 8 Connaught Place

Central, Hong Kong

Fax: (852) 2801 4882

Attention: Director

Email: jinjh@advantechcap.com

with a copy (not constituting notice) to:

Ropes & Gray LLP

41st Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attention: James T. Lidbury

Email: James.Lidbury@ropesgray.com

Exhibit 99.5

EXECUTION VERSION

PROMISSORY NOTE

FOR VALUE RECEIVED, Vivo Capital, LLC (“ Payor ”) hereby promises to pay to the order of Sinovac Biotech Ltd. (“ Payee ”), the principal amount of Forty Three Million Three Hundred Sixty Five Thousand Dollars ($43,365,000) (the “ Principal Amount ”), plus all accrued interest thereon, in lawful money of the United States of America, pursuant to the terms of this promissory note (this “ Note ”). This Note is being issued pursuant to that certain Securities Purchase Agreement entered into by and among Payor, Payee and the other parties thereto, dated as of the date hereof (the “ Purchase Agreement ”).

1.              Payment of Principal and Interest .

1.1            Interest . The Payor promises to pay interest on the outstanding principal amount of this Note at a per annum rate equal to the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States (the “ Interest Rate ”). Interest payable on this Note shall accrue from and including the date that is eleven (11) business days following the date of issuance through and until repayment of the principal and payment of all accrued interest, premium or other amounts, if any, in full (including on the date of repayment). All interest payable under this Note shall accrue on a daily basis and be computed on the basis of a 365 day year. The rate of interest payable under this Note shall in no event exceed the maximum rate permissible under applicable law.

1.2            Payment . Unless earlier prepaid at the discretion of Payor in accordance with Section 1.3 below, the Principal Amount, plus any accrued but unpaid interest thereon, less any prior payments to Payee by Payor hereunder (the “ Outstanding Balance ”), shall become immediately due and payable forty (40) business days following the date hereof (the “ Maturity Date ”). All payments hereunder shall be made by wire transfer in immediately available funds to the account of Payee set forth on Exhibit A attached hereto.

1.3            Prepayment . Payor may at its option, at any time prior to the Maturity Date , without premium or penalty, prepay all or any portion of the Outstanding Balance upon prior written notice to Payee .

1.4            Remedies on Default . Upon the occurrence of an Event of Default (as defined below), Payee may (a) declare the Outstanding Balance to be due and payable in full , whereupon the Outstanding Balance and all other amounts as may be due hereunder (including, without limitation, principal, interest and all reasonable costs of collection, including reasonable attorney fees) shall become immediately due and payable in full, without presentment, demand, protest or notice of any kind, all of which Payor hereby expressly waives and (b) exercise any and all rights and remedies available to it at law, in equity and/or hereunder, including without limitation judicial or non-judicial foreclosure or public or private sale of any of the Pledged Collateral (as defined below). Notwithstanding the foregoing sentence of this Section 1.4 , upon the occurrence of an Event of Default of the type described in Section 2.2 , the Outstanding Balance and all other amounts as may be due hereunder (including, without limitation, principal, interest and all reasonable costs of collection, including reasonable attorney fees) shall become immediately due and payable in full without any action on the part of Payee, and Payor shall immediately pay to Payee all amounts then due and payable with respect to this Note. No delay or omission of Payee to exercise any right hereunder shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right. All remedies contained herein and/ or afforded by law shall be cumulative and all shall be available to Payee until all obligations of Payor hereunder have been paid in full.

2.              Events of Default .

In this Note , “ Event of Default ” means the occurrence of any of the following:

2.1            Failure to Make Payments. Payor shall fail to pay the Outstanding Balance in accordance with the terms of this Note.

2.2            Insolvency of Payor . Payor shall become insolvent or shall be unable to pay its debts as they fall due, in each case, including, but not limited to, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, the filing of a petition under bankruptcy, insolvency or debtor’s relief law by, or the filing of a petition for any adjustment of indebtedness, composition or extension by or against Payor.

2.3           Transfer of Pledged Collateral . Payor shall not consummate any direct or indirect sale, disposition or other transfer of all or any portion of the Pledged Collateral (as defined below), in each case without the prior written consent of Payee.

3.              Security Interest; Recourse . As security for the payment and performance of the obligations hereunder, Payor hereby delivers, pledges, transfers, hypothecates and assigns to Payee, and grants to Payee, a first-priority lien on and security interest in all of Payor’s right, title and interest in, to and under (a) all of the Pledged Interests (as defined below), (b) all of Payor’s rights, privileges, authority and powers as a stockholder of Payee including, without limitation, under the Shareholders Agreement (as defined in the Purchase Agreement) and the Registration Rights Agreement (as defined in the Purchase Agreement), (c) all payments of dividends, instruments and other distributions from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Interests and (d) all proceeds and products in whatever form of all or any part of any of the foregoing, including all accessions to, substitutions for and all replacements, products and proceeds or any part of the foregoing, including all proceeds of insurance policies insuring the foregoing and documents covering the foregoing, all property received wholly or partly in trade or exchange for the foregoing, and all rents, revenues, fees, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, provision or any other temporary or permanent disposition of such items or any interest therein, in each case whether now owned or hereafter acquired (collectively, the “ Pledged Collateral ”). As used herein, “ Pledged Interests ” shall mean all Common Shares (as defined in the Purchase Agreement) of Payee held by Payor. At any time after the date of this Note, upon the occurrence of an Event of Default, Payee shall have recourse against the Pledged Collateral.

4.              Place of Payment and Notice .

4.1            Place of Payment . All payments on this Note shall be paid in lawful currency of the United States of America at the address of Payee set forth for notices in Section 4.2 , or such other place as may be specified in writing by Payee from time to time to Payor.

4.2            Notice Information . Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be delivered to the parties at the addresses set forth on Exhibit A attached hereto (or to such other addresses as the parties may specify in writing by due notice to the others). Notices or other communications given by certified mail, return receipt requested, postage prepaid, shall be deemed given three (3) days after the date of mailing. Notices or other communications set in any other manner shall be deemed given only when actually received.

5.              Power of Attorney . Payor hereby irrevocably constitutes and appoints Payee the true and lawful attorney of Payor, with full power of substitution, in the place and stead of Payor and in the name of Payee or Payor or otherwise, at any time or times after the occurrence of an Event of Default, in the discretion of Payee, to take any action and to execute any instrument or document that Payee may deem necessary or advisable to accomplish the purposes of this Note. This power of attorney is coupled with an interest and shall not be affected by any subsequent insolvency, bankruptcy, death, disability or incapacity of Payor.

6.              Miscellaneous . Each right, power or remedy of Payee under this Note or under applicable law shall be cumulative and concurrent, and the exercise of one or more of them shall not preclude the simultaneous or later exercise by Payee of any or all of such other rights, powers or remedies. No modification, change, waiver or amendment to this Note shall be deemed to be made unless in writing signed by the party to be charged. If it becomes necessary to employ counsel to collect any amount owing pursuant to this Note, Payor agrees to pay reasonable attorneys’ fees for legal services involved. Payor and each endorser, guarantor, accommodation party, and surety of this Note hereby waives diligence, demand, presentment for payment, protest, notice of dishonor, notice of nonpayment and notice of protest with respect to this Note, and waives and renounces all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under any applicable bankruptcy laws, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals, and modifications hereof. This Note shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. The invalidity, illegality or enforceability of any of the provisions of this Note shall not effect or impair the validity, legality or enforceability of any other provision. This Note shall be deemed to be made in, and shall be governed by the laws of, the State of New York.

7.              Counterparts . This Note may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Note.

8.              Disputes .

8.1          Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

8.2          There shall be three (3) arbitrators. Payor and Payee agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

8.3          The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

8.4          This agreement to arbitrate shall be binding upon Payor and Payee, and their respective successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

8.5          Except as may be required by law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

[ Remainder of page left intentionally blank ]

IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered by their duly authorized representatives as of the day and year first above written.

[Signature Page to Promissory Note]

[Signature Page to Vivo Promissory Note]

Exhibit A

Wire Instructions

Name: Sinovac Biotech Ltd

Bank Name: The Hongkong and Shanghai Banking Corporation Limited

Bank Address: 1 Queen's Road Central, Hong Kong

Account No. 808-274716-838

SWIFT: HSBCHKHHHKH

Exhibit B

Notices

Exhibit 99.6

EXECUTION VERSION

PROMISSORY NOTE

FOR VALUE RECEIVED, Prime Success, L.P. (“ Payor ”) hereby promises to pay to the order of Sinovac Biotech Ltd. (“ Payee ”), the principal amount of Forty Three Million Three Hundred Sixty Five Thousand Dollars ($43,365,000) (the “ Principal Amount ”), without interest, in lawful money of the United States of America, pursuant to the terms of this promissory note (this “ Note ”). This Note is being issued pursuant to that certain Securities Purchase Agreement entered into by and among Payor, Payee and the other parties thereto, dated as of the date hereof (the “ Purchase Agreement ”).

1.              Payment of Principal .

1.1            Payment . Unless earlier prepaid at the discretion of Payor in accordance with Section 1.2 below, the Principal Amount, less any prior payments to Payee by Payor hereunder (the “ Outstanding Balance ”), shall become immediately due and payable ten (10) business days following the date hereof (the “ Maturity Date ”). All payments hereunder shall be made by wire transfer in immediately available funds to the account of Payee set forth on Exhibit A attached hereto.

1.2            Prepayment . Payor may at its option, at any time prior to the Maturity Date , without premium or penalty, prepay all or any portion of the Outstanding Balance upon prior written notice to Payee .

1.3            Remedies on Default . Upon the occurrence of an Event of Default (as defined below), Payee may (a) declare the Outstanding Balance to be due and payable in full , whereupon the Outstanding Balance and all other amounts as may be due hereunder (including, without limitation, all reasonable costs of collection, including reasonable attorney fees) shall become immediately due and payable in full, without presentment, demand, protest or notice of any kind, all of which Payor hereby expressly waives and (b) exercise any and all rights and remedies available to it at law, in equity and/or hereunder, including without limitation judicial or non-judicial foreclosure or public or private sale of any of the Pledged Collateral (as defined below). Notwithstanding the foregoing sentence of this Section 1.3 , upon the occurrence of an Event of Default of the type described in Section 2.2 , the Outstanding Balance and all other amounts as may be due hereunder (including, without limitation, all reasonable costs of collection, including reasonable attorney fees) shall become immediately due and payable in full without any action on the part of Payee, and Payor shall immediately pay to Payee all amounts then due and payable with respect to this Note. No delay or omission of Payee to exercise any right hereunder shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right. All remedies contained herein and/ or afforded by law shall be cumulative and all shall be available to Payee until all obligations of Payor hereunder have been paid in full.

2.             Events of Default .

In this Note , “ Event of Default ” means the occurrence of any of the following:

2.1            Failure to Make Payments. Payor shall fail to pay the Outstanding Balance in accordance with the terms of this Note.

2.2            Insolvency of Payor . Payor shall become insolvent or shall be unable to pay its debts as they fall due, in each case, including, but not limited to, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, the filing of a petition under bankruptcy, insolvency or debtor’s relief law by, or the filing of a petition for any adjustment of indebtedness, composition or extension by or against Payor.

2.3            Transfer of Pledged Collateral . Payor shall not consummate any direct or indirect sale, disposition or other transfer of all or any portion of the Pledged Collateral (as defined below), in each case without the prior written consent of Payee.

3.              Security Interest; Recourse . As security for the payment and performance of the obligations hereunder, Payor hereby delivers, pledges, transfers, hypothecates and assigns to Payee, and grants to Payee, a first-priority lien on and security interest in all of Payor’s right, title and interest in, to and under (a) all of the Pledged Interests (as defined below), (b) all of Payor’s rights, privileges, authority and powers as a stockholder of Payee including, without limitation, under the Shareholders Agreement (as defined in the Purchase Agreement) and the Registration Rights Agreement (as defined in the Purchase Agreement), (c) all payments of dividends, instruments and other distributions from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Interests and (d) all proceeds and products in whatever form of all or any part of any of the foregoing, including all accessions to, substitutions for and all replacements, products and proceeds or any part of the foregoing, including all proceeds of insurance policies insuring the foregoing and documents covering the foregoing, all property received wholly or partly in trade or exchange for the foregoing, and all rents, revenues, fees, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, provision or any other temporary or permanent disposition of such items or any interest therein, in each case whether now owned or hereafter acquired (collectively, the “ Pledged Collateral ”). As used herein, “ Pledged Interests ” shall mean all Common Shares (as defined in the Purchase Agreement) of Payee held by Payor. At any time after the date of this Note, upon the occurrence of an Event of Default, Payee shall have recourse against the Pledged Collateral.

4.              Place of Payment and Notice .

4.1            Place of Payment . All payments on this Note shall be paid in lawful currency of the United States of America at the address of Payee set forth for notices in Section 4.2 , or such other place as may be specified in writing by Payee from time to time to Payor.

4.2            Notice Information . Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be delivered to the parties at the addresses set forth on Exhibit A attached hereto (or to such other addresses as the parties may specify in writing by due notice to the others). Notices or other communications given by certified mail, return receipt requested, postage prepaid, shall be deemed given three (3) days after the date of mailing. Notices or other communications set in any other manner shall be deemed given only when actually received.

5.              Power of Attorney . Payor hereby irrevocably constitutes and appoints Payee the true and lawful attorney of Payor, with full power of substitution, in the place and stead of Payor and in the name of Payee or Payor or otherwise, at any time or times after the occurrence of an Event of Default, in the discretion of Payee, to take any action and to execute any instrument or document that Payee may deem necessary or advisable to accomplish the purposes of this Note. This power of attorney is coupled with an interest and shall not be affected by any subsequent insolvency, bankruptcy, death, disability or incapacity of Payor.

6.              Miscellaneous . Each right, power or remedy of Payee under this Note or under applicable law shall be cumulative and concurrent, and the exercise of one or more of them shall not preclude the simultaneous or later exercise by Payee of any or all of such other rights, powers or remedies. No modification, change, waiver or amendment to this Note shall be deemed to be made unless in writing signed by the party to be charged. If it becomes necessary to employ counsel to collect any amount owing pursuant to this Note, Payor agrees to pay reasonable attorneys’ fees for legal services involved. Payor and each endorser, guarantor, accommodation party, and surety of this Note hereby waives diligence, demand, presentment for payment, protest, notice of dishonor, notice of nonpayment and notice of protest with respect to this Note, and waives and renounces all rights to the benefits of any statute of limitations or any moratorium, appraisement, exemption, or homestead now provided or that hereafter may be provided by any federal or applicable state statute, including but not limited to exemptions provided by or allowed under any applicable bankruptcy laws, both as to itself and as to all of its property, whether real or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions, renewals, and modifications hereof. This Note shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. The invalidity, illegality or enforceability of any of the provisions of this Note shall not effect or impair the validity, legality or enforceability of any other provision. This Note shall be deemed to be made in, and shall be governed by the laws of, the State of New York.

7.              Counterparts . This Note may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Note.

8.              Disputes .

8.1           Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

8.2           There shall be three (3) arbitrators. Payor and Payee agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

8.3           The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

8.4           This agreement to arbitrate shall be binding upon Payor and Payee, and their respective successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

8.5           Except as may be required by law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

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IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered by their duly authorized representatives as of the day and year first above written.

[Signature Page to Promissory Note]

[Signature Page to Advantech Promissory Note]

Exhibit A

Wire Instructions

Name: Sinovac Biotech Ltd

Bank Name: The Hongkong and Shanghai Banking Corporation Limited

Bank Address: 1 Queen's Road Central, Hong Kong

Account No. 808-274716-838

SWIFT: HSBCHKHHHKH

Exhibit B

Notices

Exhibit 99.7

EXECUTION VERSION

Advantech Master Investment Limited

c/o Advantech Capital

Suites 1702-03, 17/F

One Exchange Square, 8 Connaught Place

Central, Hong Kong

July 2, 2018

Prime Success, L.P.

c/o Advantech Capital

Suites 1702-03, 17/F

One Exchange Square, 8 Connaught Place

Central, Hong Kong

Sinovac Biotech Ltd.

No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Ladies and Gentlemen:

Reference is made to that certain (i) Securities Purchase Agreement, dated as of the date hereof (the “ Agreement ”), by and among Sinovac Biotech Ltd. (the “ Company ”), Prime Success, L.P. (“ Investor ”) and Vivo Capital, LLC, and (ii) Promissory Note, dated as of July 2, 2018, issued by Investor in favor of the Company (the “ Promissory Note ”). This letter agreement becomes effective concurrently with the Closing. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

1.           Commitment . Subject to the terms and conditions set forth in this letter agreement, Advantech Master Investment Limited (“ Parent ”) agrees that, at or prior to the Maturity Date (as defined in the Promissory Note), Parent will contribute to Investor, as equity capital, a dollar amount of cash (such agreement to contribute equity capital , subject to the terms and conditions of this letter agreement, the “ Commitment ”) equal to $43,365,000 (the “ Cap ”) solely for the purpose of funding, and to the extent necessary to fund, the payment of the Outstanding Balance (as defined in the Promissory Note) on the Maturity Date (as defined in the Promissory Note) (the “ Investor Payment Obligation ”); provided , however , that (a) Parent will not have any obligation under any circumstances to contribute or otherwise provide funds to Investor in any amount in excess of the Cap and (b) the equity contributed by Parent to Investor pursuant to this letter agreement may only be used by Investor to satisfy the Investor Payment Obligation and not for any other purpose.

2.           Guarantee . To induce the Company to enter into the Agreement, Parent, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Company the due and punctual performance, payment and discharge of the Investor Payment Obligation (such guarantee, subject to the terms and conditions of this letter agreement, the “ Guarantee ”). In no event shall Parent’s aggregate liability under the Guarantee exceed the Cap, it being understood that the Guarantee may not be enforced against Parent without giving effect to the Cap. Subject to the express terms and conditions of this letter agreement, Parent’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Agreement or the Promissory Note that may be agreed to by Investor or the Company. Without limiting the foregoing, the Company shall not be obligated to file any claim relating to the Investor Payment Obligation in the event that Investor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Parent’s obligations hereunder. The Guarantee is an unconditional and continuing guarantee of payment of the Investor Payment Obligation and not of collection, and the Company shall not be required to proceed against Investor first before proceeding against Parent hereunder.

Subject to Section 4 , the Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on Parent, its successors and assigns until all amounts payable by Parent under the Guarantee (subject to the terms and conditions of the Limited Guarantee, including without limitation, the Cap) with respect to the Investor Payment Obligation have been paid in full.

3.           Condition . Parent’s obligations with respect to the Commitment and the Guarantee are subject to the occurrence of the Closing and the consummation of the Transactions.

4.           Termination . All obligations of Parent under this letter agreement shall expire and terminate automatically upon the earliest to occur of (a) the full payment of the Investor Payment Obligation and (b) Parent contributing to Investor, as equity capital, cash in an aggregate amount equal to or exceeding the Cap. Upon termination of this letter agreement, Parent shall not have any further obligations or liabilities hereunder.

5.           No Recourse . Notwithstanding anything that may be expressed or implied in this letter agreement, Investor, by its acceptance of the benefits hereof, covenants, agrees and acknowledges for itself and any Person claiming on its behalf, from time to time that, no Person other than Parent shall have any obligation hereunder or in connection with the transactions contemplated hereby, and that no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, and no personal liability with respect thereto shall attach to, (a) any former, current or future equity holder, controlling person, director, officer, employee, agent, Affiliate, member, manager, general or limited partner, representative or successor or assignee of Parent or (b) any former, current or future equity holder, controlling person, director, officer, employee, agent, Affiliate, member, manager, general or limited partner, representative or successor or assignee of the foregoing (such persons, collectively, but excluding Parent itself, the “ Non-Recourse Parties ”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise; provided , however , that nothing in this Section 5 of the letter agreement shall limit the Company’s remedies against Investor pursuant to the Transaction Documents. Notwithstanding anything to the contrary in this letter agreement, this Section 5 will survive the termination and expiration of this letter agreement.

6.           Parties in Interest; Third Party Beneficiaries .

(a)          Neither Parent, Investor nor (to the extent a beneficiary under Section 6(b) ) the Company, may assign or delegate its rights, interests or obligations under this letter agreement (by operation of law or otherwise) to any other Person without the prior written consent of the other party hereto. Any purported assignment of this letter agreement in contravention of this Section 6(a) shall be null and void.

(b)          The Company is a direct beneficiary of this letter agreement if and to the extent, and only if and to the extent, that it seeks specific performance of Parent’s obligation to contribute equity in respect of the Commitment or directly enforces Parent’s obligation in respect of the Limited Guarantee, in each case, if and only to the extent permitted by, and subject to the limitations set forth in, Section 5 . Parent acknowledges that the Company has specifically relied on this letter agreement in determining to enter into the Agreement. This letter agreement may only be enforced against Parent by (i) Investor or (ii) the Company pursuant to the Company’s right to seek claims for any loss, damage or recovery or specific performance in accordance with, and subject to the limitations set forth in, Section 5 , and no other Person, including Investor’s creditors, shall have any right to enforce this letter agreement or to cause Investor to enforce this letter agreement.

7.           Enforceability .

(a)          Parent hereby acknowledges and agrees that, if and only if the condition set forth in Section 3 is satisfied and Investor fails to discharge the Investor Payment Obligation as and when due, the Company may, at any time and from time to time, take any and all actions available hereunder or under applicable Law to enforce Parent’s obligations hereunder in respect of such Investor Payment Obligations, subject to the terms and conditions of this letter agreement including, without limitation, the Cap.

(b)          In furtherance of the foregoing, Parent acknowledges that, if the Investor Payment Obligations are due, the Company may, in its sole discretion, bring and prosecute a separate action or actions against Parent for the full amount of Parent’s liabilities hereunder in respect of the Investor Payment Obligations (subject to the terms and conditions of this letter agreement, including, without limitation, the Cap), regardless of whether such action or actions are brought against Investor or whether Investor is joined in any such action or actions.

(c)          Parent acknowledges and agrees that nothing herein limits the rights and remedies of the Company specified in the Agreement, the Promissory Note or any other Transaction Document.

(d)          If the Company asserts in any litigation or proceeding before a court of competent jurisdiction or arbitral tribunal that Investor or Parent has failed to pay an amount that is due and payable under this letter agreement, and there is a final non-appealable resolution of such litigation or proceeding, Parent acknowledges and agrees that the non-prevailing party will pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees of counsel) incurred by the prevailing party in connection with such litigation or proceeding, and Parent further acknowledges and agrees that the Cap shall not apply to such expenses.

8.           Governing Law; Disputes .

(a)          THIS LETTER AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION.

(b)          Any dispute, claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “ Dispute ”), shall be determined by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof.

(c)          There shall be three (3) arbitrators. Parent and Investor agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators.

(d)          The seat or place of arbitration shall be Hong Kong. The language of the arbitration shall be English.

(e)          This agreement to arbitrate shall be binding upon Parent and Investor, and their respective permitted successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs.

(f)          Except as may be required by law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the other party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

9.           Representations of Parent . Parent hereby represents and warrants to Investor that (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary action by it; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the Cap is less than the maximum amount that it is permitted to invest in any single investment pursuant to the terms of its organizational or governing documents or otherwise; (e) it has available funds in excess of the sum of the Cap and all other unfunded contractually binding equity commitments of Parent that are currently outstanding; and (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement. The assignment of any portion of the Commitment by Parent to any Person shall be deemed to constitute the giving of the foregoing representations and warranties to Investor by and with respect to such assignee.

10.          Confidentiality . This letter agreement shall be treated as confidential by Parent and Investor and Investor shall not, and shall cause its Affiliates and its and their Representatives not to disclose, use circulate, quote or otherwise refer to in any document (other than the Agreement) this letter agreement, except with the prior written consent of Parent; provided , however , that (a) this letter agreement may be provided to the Company (so long as the Company agrees to keep, and agrees to cause its Affiliates and Representatives to keep, this letter agreement confidential on terms that are substantially identical to the terms contained in this sentence) and (b) the Company may disclose this letter agreement to (i) its Affiliates and Representatives who need to know the terms of this letter agreement in connection with the negotiation or furtherance of the transactions contemplated by the Agreement, (ii) to the extent required by Law or the applicable rules of any national securities exchange and (iii) in connection with any litigation to enforce the terms of this letter agreement.

11.          Notice Information . All notices and other communications hereunder shall be in writing in the English language and shall be given in the manner set forth in Exhibit A attached hereto; provided that notices and other communications hereunder to Parent shall be sent (in the manner set forth in the Agreement) to the address or facsimile number set forth below or as Parent shall have notified Investor in a written notice delivered to Investor in accordance with the Agreement:

12.          Miscellaneous .

(a)          Any term or provision of this letter agreement that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided , however , that this letter agreement may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap provided in Section 1 and to the provisions of Sections 3 , 4 and 5 .

(b)          This letter agreement may be executed in one or more counterparts (including by facsimile or electronic transmission), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(c)          The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

(d)          All parties acknowledge that each party and its counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

(e)          This letter agreement may not be amended or otherwise modified without the prior written consent of Investor, Parent and the Company; provided , however , that Parent may amend this letter agreement to reflect any assignment permitted by Section 6(a) . Together with the other Transaction Documents and the Confidentiality Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between Parent or any of its Affiliates, on the one hand, and Investor or the Company or any of their respective Affiliates (other than Parent), on the other, with respect to the transactions contemplated hereby.

[ SIGNATURES STARTING ON NEXT PAGE ]

[Equity Commitment Letter Signature Page]

[Equity Commitment Letter Signature Page]

[Equity Commitment Letter Signature Page]

Exhibit A

Notice Information

If to Investor or Parent, addressed to it at:

Prime Success, L.P.

c/o Advantech Capital

Suites 1702-03, 17/F

One Exchange Square, 8 Connaught Place

Central, Hong Kong

Fax: (852) 2801 4882

Attention: Director

Email: jinjh@advantechcap.com

with a copy to (for information purposes only):

Ropes & Gray LLP

41st Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attention: James T. Lidbury

Email: James.Lidbury@ropesgray.com

If to the Company, addressed to it at:

Sinovac Biotech Ltd.

No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Fax: +86 10 6296 6910

Attention: Head of Investor Relations

Email: yangg@sinovac.com

with a copy to (for information purposes only):

Latham & Watkins LLP

330 N. Wabash Ave

Suite 2800

Chicago, IL 60611

Fax: (312) 993-9767

Attention: Bradley C. Faris

Christopher Drewry

Email: Bradley.Faris@lw.com

Christopher.Drewry@lw.com

Exhibit 99.8

Form of Director Confidentiality Agreement

July [  ·  ], 2018

In connection with my nomination and service as a member of the board of directors (a “ Director ”) of Sinovac Biotech Ltd., a company limited by shares under the laws of Antigua and Barbuda (the “ Company ”), I hereby agree with the Company as follows:

1.          In connection with my service as a Director, I may acquire certain confidential, proprietary or competitively sensitive information that relates to the Company or its subsidiaries, and/or their respective directors, officers, employees, agents, affiliates or other representatives, and/or to any vendor, client or customer of the Company or any other such party that has an existing or proposed relationship with the Company (collectively, “ Confidential Information ”). Such Confidential Information includes, but is not limited to, all information furnished or made available by or on behalf of the Company to its directors, whether oral or written, and regardless of the manner or context in which it is furnished, and information regarding the Company’s governance (including discussions and deliberations relating to issues and decisions between and among the Company and its directors, officers and/or employees), board of directors, management, plans, strategies, business, finances or operations, including information relating to financial statements, evaluations, plans, programs, customers, plants, equipment and other assets, products, processes, manufacturing, marketing, research and development, know-how and technology, intellectual property and trade secrets and information which the Company has obtained from third parties and with respect to which the Company is obligated to maintain confidentiality. Except as provided in this agreement or with the prior and express written consent of the Company, I will maintain the confidentiality of the Confidential Information, I will not disclose any Confidential Information to third parties, and I will not use any Confidential Information for any purpose other than in connection with serving as a Director of the Company.

The term “Confidential Information” does not include information which (a) is already in my possession or becomes available to me from a source other than the Company or its representatives, provided, in each case, that I did not know or have reason to believe that such source is bound by a confidentiality agreement with, or other obligation or duty of secrecy to, the Company; or (b) becomes generally available to the public other than, directly or indirectly, as a result of a disclosure by me or my representatives. Nothing contained in this agreement prevents me from disclosing Confidential Information to directors, officers, employees, accountants, legal counsel or other advisors of the Company, for purposes related to my role as a Director of the Company.

2.          If I become requested or required by applicable law, rule, regulation, order, judicial or regulatory process or the rules of any stock exchange (collectively, “ Law ”) to disclose any Confidential Information, I will use commercially reasonable efforts to promptly provide the Company with notice of such request or requirement, to the extent permitted by Law, so that the Company may seek a protective order or other appropriate remedy, or waive compliance with the terms of this agreement. In the event that a protective order or other remedy is not obtained, or that the Company waives compliance, I may furnish, without liability hereunder, such portion of the Confidential Information that I am, on the opinion of outside legal counsel, required by Law to disclose, and will exercise my commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company, at the Company’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, that I shall promptly notify the Company, if legally permitted, of (i) my determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

3.           I acknowledge I have been advised that the U.S. federal securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information .

4.          At such time as I am no longer a Director I will promptly return to the Company or promptly destroy all copies of the Confidential Information furnished to me by the Company, including portions of all documents, memoranda, notes and other writings prepared by me or my advisors that contain or are based upon Confidential Information. I agree to confirm in writing, if so requested by the Company, my compliance with the provisions of this paragraph. Notwithstanding the foregoing provision, I will not be required to delete the Confidential Information from automated, electronic back-up archival storage and may retain Confidential Information in confidential files as necessary to meet any legal, regulatory or internal audit requirements.

5.          I agree that money damages would not be a sufficient remedy for any breach of this agreement by me, and that the Company will be entitled to injunctive relief, specific performance and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be exclusive, but shall be in addition to all other remedies available at law or in equity. No waiver of any breach of this agreement shall be a waiver of any preceding or succeeding breach. No waiver of any right under this agreement shall be construed as a waiver of any other right. No modification of or amendment to this agreement, nor any waiver of any rights under this agreement, will be effective unless in writing and signed by the party to be charged. This agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. I agree that I may not assign this agreement without the prior written consent of the Company, which consent shall be granted or not according to the Company’s sole discretion. There are no third-party beneficiaries of this agreement. In case provisions of this agreement shall be deemed or ruled invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the agreement shall not in any way be affected or impaired thereby.

6.          This agreement shall be governed and construed under the laws of the State of Delaware, without regard to conflict of laws principles.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has hereto executed this agreement as of the day and year first written above.

[Signature Page to Director Confidentiality Agreement]

[Signature Page to Director Confidentiality Agreement]

Exhibit 99.9

Execution Version

SINOVAC BIOTECH LTD.

and

PACIFIC STOCK TRANSFER COMPANY

as Rights Agent

Fourth AMENDMENT

TO

RIGHTS AGREEMENT

Effective as of July 2, 2018

This Fourth Amendment (this “ Amendment ”), dated as of July 2, 2018, to the Rights Agreement, dated as of March 28, 2016, as amended on March 24, 2017, June 26, 2017 and March 6, 2018 (as amended, the “ Rights Agreement ”), is between Sinovac Biotech Ltd., a company limited by shares under the laws of Antigua and Barbuda (the “ Company ”), and Pacific Stock Transfer Company (the “ Rights Agent ”), and shall be effective immediately prior to the Company’s entry into that certain Securities Purchase Agreement (as it may be amended from time to time, the “ Securities Purchase Agreement ”) to be entered into by and among the Company, Vivo Capital, LLC, a limited liability company organized under the laws of the State of California, and Prime Success, L.P., an exempted limited partnership registered in the Cayman Islands.

WHEREAS, the Company has previously entered into that certain Amalgamation Agreement, dated as of June 26, 2017, as amended March 26, 2018 and April 26, 2018 (as amended, the “ Amalgamation Agreement ”), by and among Sinovac (Cayman) Limited, an exempted limited liability company incorporated with limited liability under the laws of the Cayman Islands (“ Parent ”), Sinovac Amalgamation Sub Limited, an international business corporation incorporated under the laws of Antigua and Barbuda and a wholly-owned subsidiary of Parent, and the Company;

WHEREAS, pursuant to Section 8.02 of the Amalgamation Agreement, the Company or Parent may terminate the Amalgamation Agreement if the Effective Time (as defined in the Amalgamation Agreement) has not occurred on or before May 26, 2018;

WHEREAS, the Special Committee (the “ Special Committee ”) of the Board of Directors of the Company (the “ Board ”) and the Board (acting upon the recommendation of the Special Committee) have determined that it is in the best interests of the Company and all of its stockholders to terminate the Amalgamation Agreement and have terminated the Amalgamation Agreement pursuant to the terms thereof;

WHEREAS, the Company and the Rights Agent have previously executed and entered into the Rights Agreement;

WHEREAS, Section 26 of the Rights Agreement provides that the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights or Common Shares;

WHEREAS, the Board has determined that it is in the best interests of the Company and the holders of the Rights, and will not adversely affect the interests of the holders of Rights in any respect, to amend the Rights Agreement to reflect the termination of the Amalgamation Agreement and facilitate entry into the Securities Purchase Agreement, as provided herein; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth herein, the Company and the Rights Agent agree as follows:

1.            Amendments .

1.1.        Section 1.8 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“ Exempt Person ” shall mean each of (i) the Company, any Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) share capital of the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company or any Subsidiary of the Company, and (ii) the Investors, their direct and indirect shareholders and their respective Affiliates and Associates to the extent that any of them would otherwise become an Acquiring Person solely as the result of (x) the execution, delivery or performance of the Securities Purchase Agreement or the Transaction Documents, (y) the acquisition of beneficial ownership of the Common Shares as a result of the execution of the Securities Purchase Agreement, or (z) the consummation of the Private Placement or any of the other transactions contemplated by the Securities Purchase Agreement and the Transaction Documents, which shall include any subsequent acquisition of Common Shares up to the Maximum Ownership Percentage (as defined in the Shareholders Agreement).

1.2.        Section 1.17 of the Rights Agreement is hereby amended and restated in its entirety as follows:

1.17         The following additional terms shall have the meanings indicated:

(i) “ Advantech Investor ” shall mean Prime Success, L.P., an exempted limited partnership registered in the Cayman Islands.

(ii) “ Investors ” shall mean the Vivo Investor and the Advantech Investor.

(iii) “ Private Placement ” shall mean the issuance, sale and purchase of the Shares (as defined in the Securities Purchase Agreement) in accordance with Securities Purchase Agreement, and the other transactions contemplated thereby and the other Transaction Documents.

(iv) “ Securities Purchase Agreement ” shall mean that certain Securities Purchase Agreement to be entered into by and among the Company and the Investors, as amended from time to time in accordance with the terms thereof.

(v) “ Shareholders Agreement ” shall mean that certain Shareholders Agreement, by and among the Company and the Investors, to be entered into concurrently with the execution of the Securities Purchase Agreement and as amended from time to time in accordance with the terms thereof.

(vi) “ Transaction Documents ” shall mean the Shareholders Agreement and that certain Registration Rights Agreement, Promissory Notes, Equity Commitment Letter and Confidentiality Agreements, each to be entered into by and among the Company and the Investors concurrently with the execution of the Securities Purchase Agreement.

(vii) “ Vivo Investor ” shall mean Vivo Capital, LLC, a limited liability company organized under the laws of the State of California.

1.3.        Section 7.1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

7.1           Exercise of Rights . Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-thousandths of a Series A Preferred Share (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the “ Expiration Date ”) that is the earliest of (i) the close of business on March 27, 2019 (the “ Final Expiration Date ”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “ Redemption Date ”), (iii) the closing of any amalgamation, merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged as provided in Section 27 .

1.4.        Section 35 of the Rights Agreement is hereby amended and restated in its entirety as follows:

Section 35. Exception for Private Placement . Notwithstanding anything to the contrary in this Agreement, none of the execution, delivery or performance of the Securities Purchase Agreement or the Transaction Documents, or the consummation of the Private Placement or any of the other transactions contemplated by the Securities Purchase Agreement or the Transaction Documents, shall result in a Distribution Date (or the occurrence of a Trigger Event or a Share Acquisition Date) or in any way permit any Rights to be exercised pursuant to Section 7 , Section 11.1.2 or Section 13 , or otherwise for consideration or exchanged pursuant to Section 27 . Nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with the execution, delivery or performance of the Securities Purchase Agreement or the Transaction Documents, or the consummation of the Private Placement or any of the other transactions contemplated by the Securities Purchase Agreement or the Transaction Documents, which shall include any subsequent acquisition of Common Shares up to the Maximum Ownership Percentage (as defined in the Shareholders Agreement).

1.5.        Section 36 of the Rights Agreement is hereby deleted in its entirety.

2.             Capitalized Terms . Capitalized terms used herein but not defined shall have the meanings given to them in the Rights Agreement.

3.             Effect of Amendment . Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect in accordance with its terms.

4.             Benefits of Amendment . Nothing in this Amendment shall be construed to give to any Person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

5.             Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto further agree to replace such invalid, void or unenforceable provision of this Amendment with a valid, legal and enforceable provision that carries out the parties’ intentions to the greatest lawful extent under this Amendment.

6.             Governing Law . This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

7.             Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

8.             Descriptive Headings . Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[ Signature page follows. ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed, as of the day and year first above written.

[Signature Page to Fourth Amendment to Rights Plan]

[Signature Page to Fourth Amendment to Rights Plan]