Commitment. The Sponsor hereby commits to purchase equity securities of Holdco at or prior to the Effective Time for an aggregate amount of RMB equivalent to ​ (and the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to the Sponsor at least three (3) Business Days prior to funding), on the terms and subject to the conditions specified herein, which commitment, together with the commitments by the Other Sponsors under the Other Commitment Letters, is to be used by Holdco and/or Parent solely for the purpose of # funding a portion of the Merger Consideration required to be paid by Parent to consummate the Transactions pursuant to and in accordance with the Merger Agreement and # payment of a portion of the fees and expenses in connection with the Transaction (such commitment, the “Commitment”). The Sponsor will not have any obligation under any circumstances to contribute, directly or indirectly, any capital or money that would be more than the amount of the Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this Agreement. In the event that Holdco and/or Parent does not require an amount equal to the sum of the Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Commitment Letters in order to consummate the Merger, the amount of the Commitment to be funded under this Agreement and the amount of the equity commitment of each Other Sponsor to be funded under its respective Other Commitment Letter shall be reduced by Holdco on a pro rata basis, to the amount that would be sufficient, in combination with the other financing

Shares Available. Subject to the provisions of [Section 15] of the Plan, the maximum aggregate number of Shares that may be delivered pursuant to Awards under the Plan is 17,600,000 Shares (subject to [Section 3(b)] and to [Section 15(a)]). For the purposes of calculating the maximum number of Shares that may be issued pursuant to all Awards (including determining the amount of shares that become available under the Plan under ​): # every one Share issuable pursuant to the exercise of an Option or Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.

A participant may choose to receive a deferred award in a lump sum or in installments of either 10, 15 or 20 years. If no election as to the form of payment is made in accordance with established administrative procedures, payments shall be made in 10-year installments.

When Available A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferrals that would have been made but for the cancellation under [Section 553]) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in [Section 552] have been fulfilled To receive such a distribution, the Participant must request a distribution by filing an application with the Plan Administrator and furnish such supporting documentation as the Plan Administrator may require In the application, the Participant shall specify the basis for the distribution and the dollar amount to be distributed If such request is approved by the Plan Administrator, distribution shall be made in a lump sum payment within 60 days following the approval by the Plan Administrator of the completed application

Available Awards. Awards of Options, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards may be granted under the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

Available Information. Each Shareholder has such knowledge and experience in financial and business matters that each is capable of evaluating the merits and risks of an investment in the Company. Each Shareholder acknowledges that an investment in the Company’s Preferred Stock involves a high degree of risk, is speculative and there can be no assurance of any return on any such investment.

Until Stockholder Approval is achieved, without the prior written consent of Aegis, ​ and ​, to be granted in their sole and absolute discretion, ​ will not issue any capital stock, securities convertible into capital stock, or options or warrants to purchase capital stock. As the complete exception to the restriction in the preceding sentence but subject in all cases to the restriction set forth in Section 15 below, ​ will be permitted, notwithstanding the absence of Stockholder Approval, to issue:

Shares Available. Subject to adjustment as provided in [Section 7.5], the aggregate number of shares of Eli Lilly and Company common stock that may be issued or transferred under this Plan after ​, is 750,000. The shares may be authorized and unissued shares or treasury shares.

Commitment Fees. The Borrowers shall pay to the Administrative Agent # for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, # a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

No Lender shall be required to make the Incremental Loan except pursuant to a Lender Assumption Agreement signed by such Lender.