Common use of Available Funds and Financing Clause in Contracts

Available Funds and Financing. Parent has delivered to the Company true and complete copies of (i) a facility agreement, dated as of July 30, 2014 (the “Facility Agreement”), among Holdco, Parent, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch (the “Lender”), pursuant to which the Lender has agreed, subject to the terms and conditions therein, to provide debt financing to Merger Sub in the aggregate amount set forth therein (the “Debt Financing”), (ii) an equity commitment letter, dated as of July 30, 2014 (the “Equity Commitment Letter”), from Yiheng Capital, LLC (the “Sponsor”), pursuant to which the Sponsor has committed, subject to the terms and conditions therein, to purchase, or cause the purchase of, equity securities of Holdco up to the amount, in cash, set forth therein (the “Equity Financing”), and (iii) the Rollover Agreement (together with the Facility Agreement and the Equity Commitment Letter, the “Financing Commitments”) pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions therein, to subscribe for equity securities of Holdco immediately prior to the Effective Time, and agreed to the cancellation of the number of Shares held by each of them as set forth therein (together with the Debt Financing and the Equity Financing, the “Financing”), which shall be used to finance the consummation of the Merger and the other Transactions. Assuming (i) the Financing is funded in full in accordance with the Financing Commitments, and (ii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.02(a) and Section 8.02(b) or the waiver of such conditions, Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions and to pay all related fees and expenses. As of the date hereof, the Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and/or Merger Sub (subject to the Bankruptcy and Equity Exception) and, to the Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred which, to the Knowledge of Parent, would, with or without notice, lapse of time or both, allow the rescission, termination or withdrawing of the obligations and commitments or would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Financing Commitments and which, in the case of the Facility Agreement, would permit the Lender to, in accordance with the terms and conditions thereof, not fund the full amount of the Debt Financing; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV. As of the date hereof, there are no side letters or other oral or written Contracts (including any other conditions precedent), in each case, to which Parent or Merger Sub is a party and related to the funding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company), and (iii) any other agreements that do not impact the conditionality or amount of the Financing. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Available Funds and Financing. Parent (a) Merger Sub has delivered to the Company true and complete copies of (i) a facility agreementcertain executed commitment letters from the financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07), dated as of July 30(collectively, 2014 (the “Facility AgreementDebt Commitment Letters”) (which, in each case, may be redacted with respect to any provisions that would not affect the conditionality, enforceability, availability, termination or the aggregate principal amount of the Debt Financing), among Holdco, Parent, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch (the “Lender”), pursuant to which the Lender has agreedconfirming their respective commitments, subject to the terms and conditions thereinthereof, to provide or cause to be provided the respective debt financing amounts set forth therein in connection with the Transactions (the “Debt Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (the “Equity Commitment Letters” and, together with the Debt Commitment Letters and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each of the Sponsors or their respective Affiliates named therein has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, Equity Securities of Merger Sub in Sub, up to the aggregate amount set forth therein (the “Debt Financing”), (ii) an equity commitment letter, dated as of July 30, 2014 (the “Equity Commitment Letter”), from Yiheng Capital, LLC (the “Sponsor”), pursuant to which the Sponsor has committed, subject to the terms and conditions therein, to purchase, or cause the purchase of, equity securities of Holdco up to the amount, in cash, set forth therein (the “Equity Financing”)” and, and (iii) the Rollover Agreement (together with the Facility Agreement and the Equity Commitment Letter, the “Financing Commitments”) pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions therein, to subscribe for equity securities of Holdco immediately prior to the Effective Time, and agreed to the cancellation of the number of Shares held by each of them as set forth therein (together with the Debt Financing and and/or, if applicable, the Equity Alternative Financing, the “Financing”), which shall be used to finance the consummation . Each of the Merger Equity Commitment Letters provides that the Company is an intended third party beneficiary thereof and the other Transactions. Assuming (i) the Financing is funded in full in accordance with the Financing Commitments, and (ii) the satisfaction of the conditions entitled to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.02(a) and Section 8.02(b) or the waiver of enforce such conditions, Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions and to pay all related fees and expenses. As of the date hereof, the Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and/or Merger Sub (subject to the Bankruptcy and Equity Exception) and, to the Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred which, to the Knowledge of Parent, would, with or without notice, lapse of time or both, allow the rescission, termination or withdrawing of the obligations and commitments or would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Financing Commitments and which, in the case of the Facility Agreement, would permit the Lender to, Commitment Letter in accordance with the terms and conditions thereof, not fund the full amount . The proceeds of the Debt Financing; providedFinancing shall be used to, howeveramong others, that Parent is not making any representation or warranty regarding finance the effect consummation of the inaccuracy of Transactions. Except as expressly set forth in the representations Financing Documents and warranties in ARTICLE IV. As of the date hereofother Merger Sub Group Contracts, there are no side letters or other oral or written Contracts (including any other conditions precedent), in each case, to which Parent or Merger Sub is a party and related that affects the availability of or modifies, amends or expands the conditions to, or otherwise relates to the funding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company), and (iii) any other agreements that do not impact the conditionality or amount of the Financing. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financingthe transactions contemplated hereby.

Available Funds and Financing. (a) Parent has delivered to the Company true true, accurate and complete copies of (i) a facility agreementcertain executed commitment letters from the financial institutions named therein (as the same may be amended, dated as of July 30supplemented, 2014 (waived, modified or replaced pursuant to Section 6.07, collectively, the “Facility AgreementDebt Commitment Letters”)) and related fee letters (as the same may be amended, among Holdcosupplemented, Parentwaived, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch (the “Lender”)modified or replaced, pursuant to Section 6.07, collectively, the “Fee Letters”) which copy of any Fee Letter may be redacted to remove only the Lender has agreedfees, economic terms and “market flex” terms (including economic flex terms) so long such redacted information does not adversely affect the conditionality, availability or aggregate principal amount of the Debt Financing on the Closing Date, confirming their respective commitments, subject to the terms and conditions thereinthereof, to provide or cause to be provided the respective debt financing to Merger Sub in the aggregate amount amounts set forth therein in connection with the Transactions (the “Debt Financing”), (ii) an equity executed commitment letterletter from the purchasers named therein (as the same may be amended, dated as of July 30supplemented, 2014 (waived, modified or replaced pursuant to Section 6.07, the “Preferred Equity Commitment Letter” and together with the Debt Commitment Letters, the “External Financing Commitments”), from Yiheng Capital, LLC (the “Sponsor”), pursuant to which the Sponsor has committedconfirming their respective commitments, subject to the terms and conditions thereinthereof, to invest directly or indirectly in Merger Sub the respective cash amounts set forth therein in connection with the Transactions (the “Preferred Equity Financing” and together with the “Debt Financing”, the “External Financing”), and (ii) executed equity commitment letters from the Sponsors or their respective Affiliates (as the same may be supplemented or amended from time to time in accordance with this Agreement, the “Equity Commitment Letters” and, together with the External Financing Commitments and/or, if applicable the Alternative Financing Documents, the “Financing Documents”) pursuant to which each of the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco Holdco, up to the amount, in cash, aggregate amount set forth therein (the “Equity Financing”)” and, and (iii) the Rollover Agreement (together with the Facility Agreement and the Equity Commitment LetterExternal Financing and/or, if applicable, the “Financing Commitments”) pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions therein, to subscribe for equity securities of Holdco immediately prior to the Effective Time, and agreed to the cancellation of the number of Shares held by each of them as set forth therein (together with the Debt Financing and the Equity Alternative Financing, the “Financing”), which shall be used to finance the consummation of the Merger and the other Transactions. Assuming (i) the Financing is funded in full in accordance with the Financing Commitments, and (ii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.02(a) and Section 8.02(b) or the waiver of such conditions, Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions and to pay all related fees and expenses. As of the date hereof, the Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and/or Merger Sub (subject to the Bankruptcy and Equity Exception) and, to the Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred which, to the Knowledge of Parent, would, with or without notice, lapse of time or both, allow the rescission, termination or withdrawing of the obligations and commitments or would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Financing Commitments and which, in the case of the Facility Agreement, would permit the Lender to, in accordance with the terms and conditions thereof, not fund the full amount of the Debt Financing; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV. As of the date hereof, there are no side letters or other oral or written Contracts (including any other conditions precedent), in each case, to which Parent or Merger Sub is a party and related to the funding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company), and (iii) any other agreements that do not impact the conditionality or amount of the Financing. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing.

Available Funds and Financing. (a) Parent has delivered delivered, on or prior to the date of this Agreement, to the Company true and complete copies of (i) the executed facility agreement with New Age SP II, a facility agreementsegregated portfolio under New Age SPC, dated a Cayman Islands-registered segregated portfolio company (the “Lender”) (as of July 30, 2014 the same may be amended or modified pursuant to ‎Section 6.07) (the “Facility Agreement”)) (which may be redacted with respect to any provisions that would not reasonably be expected to affect the conditionality, among Holdcoenforceability, Parentavailability, Merger Sub and China Minsheng Banking Corp., Ltd., Hong Kong Branch (termination or the “Lender”aggregate principal amount of the Debt Financing), pursuant to which the Lender has agreed, subject agreed to lend the terms and conditions therein, to provide debt financing to Merger Sub in the aggregate cash amount set forth therein for the purpose of financing the Merger Consideration and any other amounts required to consummate the Transactions (the “Debt Financing”), (ii) an executed equity commitment letter, dated as of July 30, 2014 letter from Mx. Xxxxx Xxxxxxx and Rise Chain (the “Equity Commitment Letter”)” and, from Yiheng Capitaltogether with the Facility Agreement and any definitive agreements executed pursuant to such Equity Commitment Letter and Facility Agreement, LLC (the “SponsorFinancing Documents”), pursuant to which the Sponsor has committed, subject Mx. Xxxxx Xxxxxxx and Rise Chain have committed to the terms and conditions therein, to purchasesubscribe, or cause the purchase ofto be subscribed for newly issued ordinary shares of Parent and to pay, equity securities of Holdco up or cause to the amountbe paid, in cash, to Parent an aggregate amount set forth therein for the purpose of financing the Merger Consideration and any other payment obligations in connection with the consummation of the Transactions (the “Equity Financing” and, together with the Debt Financing or, if applicable, the Alternative Financing, the “Financing”), and (iii) the Rollover Agreement (together with the Facility Agreement and the Support Agreement. The Equity Commitment Letter, the “Financing Commitments”) pursuant to which the Rollover Shareholders have committed, subject to the terms and conditions therein, to subscribe for equity securities of Holdco immediately prior to the Effective TimeLetter provides, and agreed will continue to provide, that the cancellation of the number of Shares held by each of them as set forth therein (together with the Debt Financing Company is a third-party beneficiary and the entitled to enforce such Equity Financing, the “Financing”), which shall be used to finance the consummation of the Merger and the other Transactions. Assuming (i) the Financing is funded in full in accordance with the Financing Commitments, and (ii) the satisfaction of the conditions to the obligation of Parent and Merger Sub to consummate the Merger as set forth in Section 8.02(a) and Section 8.02(b) or the waiver of such conditions, Parent and Merger Sub will have available to them, as of the Effective Time, all funds necessary for the payment to the Paying Agent of the aggregate amount of the Exchange Fund and any other amounts required to be paid in connection with the consummation of the Merger and the other Transactions and to pay all related fees and expenses. As of the date hereof, the Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and/or Merger Sub (subject to the Bankruptcy and Equity Exception) and, to the Knowledge of Parent, the other parties thereto (subject to the Bankruptcy and Equity Exception). As of the date hereof, no event has occurred which, to the Knowledge of Parent, would, with or without notice, lapse of time or both, allow the rescission, termination or withdrawing of the obligations and commitments or would constitute a default or breach on the part of Parent or Merger Sub or any other parties thereto, under the Financing Commitments and which, in the case of the Facility Agreement, would permit the Lender to, Commitment Letter in accordance with the terms and conditions thereof, not fund the full amount of the Debt Financing; provided, however, that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties in ARTICLE IV. As of the date hereof, there are no side letters or other oral or written Contracts (including any other conditions precedent), in each case, to which Parent or Merger Sub is a party and related to the funding of the full amount of the Financing other than (i) as expressly set forth in the Financing Commitments, (ii) any customary engagement letter(s) and non-disclosure agreement(s) (complete copies of which have been provided to the Company), and (iii) any other agreements that do not impact the conditionality or amount of the Financing. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financingtherein.