Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, the Guarantor absolutely and irrevocably guarantees to the Guaranteed Party the due and punctual performance and discharge of any payment and performance when due obligations of 1.24Parent of 10% (such percentage, the Guarantor’s “Contribution Percentage”) of the Parent Parties' obligation aggregate amount of: (the "Guaranteed Obligation") to pay to the Guaranteed Party (ia) the Parent Termination Fee if and when required due and payable pursuant to Section 8.2(c6.06(c) of the Merger Agreement, and ; (iib) the payment obligations of the Parent Parties if and when due and payable pursuant to the last two sentences of Section 6.6 6.15(c) of the Merger Agreement; provided that and (c) the payment obligations of Parent if and when due and payable pursuant to Section 6.06(d) of the Merger Agreement (clauses (a) through (c), collectively, the “Guaranteed Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not in respect of the Guaranteed Obligations exceed US$ 5,573,361 (the "Maximum Amount"). (b) $5,060,191. The Guaranteed Party hereby acknowledges and agrees that (a) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,191 (such limitation on the Maximum Amount aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under or this Limited Guarantee if it has funded in respect full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (bii) the Guarantor shall not have any obligation all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or liability to any Person (including, without limitation, Merger Sub under the Merger Agreement with respect to the Guaranteed Party's equity holdersObligations (other than insolvency, Affiliates and/or subsidiariesbankruptcy or reorganization of Parent or Merger Sub), including any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its Subsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not restrict, impair or otherwise limit the injunctive, specific performance and other equitable relief remedies available to the Guaranteed Party pursuant to Section 9.10 of the Merger Agreement (the “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and this Limited Guarantee. All payments under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable shall be made in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) lawful money of the Merger AgreementUnited States, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefunds.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Each Guarantor hereby absolutelyguarantees, irrevocably severally and unconditionally guarantees not jointly, and not jointly and severally, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% a portion of the Parent Parties' Parent’s or Merger Sub’s obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (ia) the Parent Termination Fee if and when required pursuant to Section 8.2(c8.4 of the Merger Agreement, (b) the indemnification and reimbursement obligations owing to the Company, its Subsidiaries and their respective Representatives under Section 6.19(i) of the Merger Agreement, and (iic) the payment obligations of the damages for Fraud or Willful Breach by Parent Parties pursuant or Merger Sub in accordance with and subject to Section 6.6 8.2(a) of the Merger AgreementAgreement (clauses (a), (b) and (c), collectively, the “Guaranteed Obligations”), on the terms and subject to the conditions set forth in the Merger Agreement and herein, in an amount equal to the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”); provided that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$ 5,573,361 $66,597,220.70 (the "“Maximum Aggregate Amount"”). (b) , it being understood and agreed that this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount. The Guaranteed Party hereby agrees that (a) the Guarantor Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount under (and that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in respect of connection with this Limited Guarantee or the Merger Agreement, and (b) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with under this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein herein. Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment hereby agrees that to the Guaranteed Party hereunder when due extent Parent and payable and it is determined judicially Merger Sub are relieved of all or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear any portion of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as Obligations by satisfaction thereof on the terms and when due and payable subject to the conditions set forth in the Merger Agreement or pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at other agreement with the Guaranteed Party's option, and so long as the Parent Parties remain in breach each Guarantor shall be similarly relieved, to such extent, of its Guaranteed Obligation, take any and all actions available hereunder or respective obligations under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.240.62% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 2,786,681 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce No later than the Guaranteed Party third Business Day prior to enter each Remittance Date, the Servicer (if other than CHI) shall notify CHI of the amount of any Guarantee Payment for such Remittance Date. Not later than the Business Day preceding each Remittance Date, CHI shall deposit any such Guarantee Payment for such Remittance Date into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount")related Certificate Account. (b) The Guaranteed Party hereby agrees that (a) the Guarantor obligations of CHI under this Agreement shall in no event not terminate upon or otherwise be required affected by an Event of Default pursuant to pay more than the Maximum Amount under or in respect Article IX of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees obligation of CHI to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by provide the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and under this Agreement shall terminate on the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderFinal Remittance Date. (d) The Guarantor promises and undertakes obligation of CHI to make the Guarantee Payments described in subsection (a) above shall be unconditional and irrevocable and shall constitute an unsecured obligation of CHI and will rank on a parity with all payments hereunder free other unsecured and clear unsubordinated indebtedness of any deductionCHI. CHI acknowledges that its obligation to make the Guarantee Payments described in subsection (a) above shall be deemed a guarantee by CHI of indebtedness of the Trust Fund for money borrowed from the Class I B-2 and Class II B-3 Certificateholders, offsetand CHI acknowledges and agrees that it has no right of reimbursement, defenseindemnity, claim exoneration, contribution or counterclaim other similar right of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable recovery arising from amounts expended pursuant to Section 8.2(c) of the Merger its obligations under this Agreement, as applicableother than the right to receive distributions, then the Guarantor's liabilities to the Guaranteed Party hereunder extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class I B-2 Certificates in respect of such Guaranteed Obligation principal pursuant to the Group I Limited Guarantee exceed the Original Class I B-2 Principal Balance, and in no event shall become immediately due and payable the amount paid on the Class II B-3 Certificates in respect of principal pursuant to the Group II Limited Guarantee exceed the Original Class II B-3 Principal Balance. In no event shall either Limited Guarantee require CHI to make payments of the Class II B-3 Net Funds Cap Carryover Amount to the Class II B-3 Certificateholders. (e) If CHI fails to make a Guarantee Payment in whole or in part, CHI shall promptly notify the Trustee, and the Guaranteed Party may at Trustee shall promptly notify the Rating Agencies. CHI shall promptly notify the Rating Agencies in the event of any time and from time termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablea change by merger.

Limited Guarantee. (a) To induce No later than the Guaranteed Party third Business Day prior to enter each Remittance Date, the Servicer (if other than CHI) shall notify CHI of the amount of any Guarantee Payment for such Remittance Date. Not later than the Business Day preceding each Remittance Date, CHI shall deposit any such Guarantee Payment for such Remittance Date into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount")related Certificate Account. (b) The Guaranteed Party hereby agrees that (a) the Guarantor obligations of CHI under this Agreement shall in no event not terminate upon or otherwise be required affected by an Event of Default pursuant to pay more than the Maximum Amount under or in respect Article IX of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees obligation of CHI to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by provide the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and under this Agreement shall terminate on the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderFinal Remittance Date. (d) The Guarantor promises and undertakes obligation of CHI to make the Guarantee Payments described in subsection (a) above shall be unconditional and irrevocable and shall constitute an unsecured obligation of CHI and will rank on a parity with all payments hereunder free other unsecured and clear unsubordinated indebtedness of any deductionCHI. CHI acknowledges that its obligation to make the Guarantee Payments described in subsection (a) above shall be deemed a guarantee by CHI of indebtedness of the Trust Fund for money borrowed from the Class B-2 Certificateholders, offsetand CHI acknowledges and agrees that it has no right of reimbursement, defenseindemnity, claim exoneration, contribution or counterclaim other similar right of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable recovery arising from amounts expended pursuant to Section 8.2(c) of the Merger its obligations under this Agreement, as applicableother than the right to receive distributions, then the Guarantor's liabilities to the Guaranteed Party hereunder extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class B-2 Certificates in respect of such Guaranteed Obligation principal pursuant to the Limited Guarantee exceed the Original Class B-2 Principal Balance. (e) If CHI fails to make a Guarantee Payment in whole or in part, CHI shall become immediately due and payable promptly notify the Trustee, and the Guaranteed Party may at Trustee shall promptly notify the Rating Agencies. CHI shall promptly notify the Rating Agencies in the event of any time and from time termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablea change by merger.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.243.96% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the US$17,834,756(the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Each Guarantor hereby absolutelyguarantees, irrevocably severally and unconditionally guarantees not jointly, and not jointly and severally, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% a portion of the Parent Parties' Parent’s payment obligation of (the "Guaranteed Obligation") to pay to the Guaranteed Party (ia) the Parent Termination Fee if if, as and when required pursuant due and subject to the limitations set forth in Section 8.2(c) 8.6 of the Merger Agreement, and (iib) the payment obligations of Forward Purchase Termination Fee if, as and when due and subject to the Parent Parties pursuant to limitations set forth in Section 6.6 8.6 of the Merger AgreementAgreement and (c) the indemnification obligations owing to the Company and its Subsidiaries under Section 6.14(e) of the Merger Agreement and (d) Damages resulting from a Willful and Material Breach of the Merger Agreement or Fraud to the extent such Damages survive termination of the Merger Agreement in accordance with Section 8.5(c) of the Merger Agreement but subject to the limitations on Damages included therein (clauses (a), (b), (c) and (d) collectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with and on the terms and subject to the conditions and limitations set forth in, the Merger Agreement in an amount equal to the percentage of the Maximum Aggregate Amount set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”); provided provided, that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of all of the Guarantor Guarantors hereunder shall not exceed US$ 5,573,361 $20,000,000.00 (the "“Maximum Aggregate Amount"”). (b) , and it being further understood that this Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount. The Guaranteed Party hereby agrees that (a) the Guarantor Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount under (and that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, or in respect of of, or in connection with this Amended and Restated Limited Guarantee or the Merger Agreement and (b) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of under this Amended and Restated Limited Guarantee or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or herein. Notwithstanding anything to the contrary contained in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable this Amended and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by Restated Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent is relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation Agreement or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at other agreement with the Guaranteed Party's option, and so long as the Parent Parties remain in breach each Guarantor shall be similarly relieved, to such extent, of its Guaranteed Obligation, take any obligations under this Amended and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableRestated Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”), ChinaEquity Alliance Victory Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject as a primary obligor and not merely as surety to the terms and conditions hereofCompany, the due and punctual payment payment, observance, performance and performance when due discharge of 1.24% all of the obligations, covenants and agreements of Parent Parties' obligation (and Merger Sub under the "Guaranteed Obligation") to pay to the Guaranteed Party (i) Merger Agreement in respect of the Parent Termination Fee if and when required pursuant to Section 8.2(c9.03(b) of the Merger Agreement and the amount payable pursuant to Section 9.03(d) of the Merger Agreement in accordance with the terms thereof (as such obligations, covenants and agreements may be modified, amended, waived or terminated in accordance with the terms of the Merger Agreement, and (ii) the payment obligations of “Guaranteed Obligations”); provided that in no event shall the Parent Parties Guarantor’s aggregate liabilities under this Limited Guarantee exceed US$2.2 million plus the amount payable pursuant to Section 6.6 9.03(d) of the Merger Agreement; provided Agreement and Section 1(c) below (the “Cap”), it being understood that the maximum aggregate liability of this Limited Guarantee may not be enforced against the Guarantor hereunder shall not exceed US$ 5,573,361 without giving effect to the Cap (and to the "Maximum Amount"provisions of Sections 7 and 8 hereof). (b) . The Guaranteed Party hereby agrees acknowledges that (a) in the event that Parent has satisfied a portion but not all of the Guaranteed Obligations, payment of the unsatisfied Guaranteed Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in no event be required full of the Guarantor’s obligation to pay more than the Maximum Amount under or in Guaranteed Party with respect of this Guarantee thereto, and (b) that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement partly in reliance upon the execution of this Limited Guarantee. (b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the Guaranteed Party’s demand, forthwith pay to the Guaranteed Party the Guaranteed Obligations (up to the Cap), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder or under applicable Law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)Cap. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts in any arbitration, litigation litigation, or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceedingterms, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderpayable. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) In furtherance of the Merger Agreementforegoing, as applicable, then the Guarantor's liabilities to Guarantor acknowledges that the Guaranteed Party hereunder may, in respect its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor Obligations (subject to the Maximum Amount as applicableCap), regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, the Guarantor absolutely and irrevocably guarantees to the Guaranteed Party the due and punctual performance and discharge of any payment and performance when due obligations of 1.24Parent of 10.79% (such percentage, the Guarantor’s “Contribution Percentage”) of the Parent Parties' obligation aggregate amount of: (the "Guaranteed Obligation") to pay to the Guaranteed Party (ia) the Parent Termination Fee if and when required due and payable pursuant to Section 8.2(c6.06(c) of the Merger Agreement, and ; (iib) the payment obligations of the Parent Parties if and when due and payable pursuant to the last two sentences of Section 6.6 6.15(c) of the Merger Agreement; provided that and (c) the payment obligations of Parent if and when due and payable pursuant to Section 6.06(d) of the Merger Agreement (clauses (a) through (c), collectively, the “Guaranteed Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not in respect of the Guaranteed Obligations exceed US$ 5,573,361 (the "Maximum Amount"). (b) $5,459,740. The Guaranteed Party hereby acknowledges and agrees that (a) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,459,740 (such limitation on the Maximum Amount aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under or this Limited Guarantee if it has funded in respect full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its obligations under this Limited Guarantee; and (bii) the Guarantor shall not have any obligation all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or liability to any Person (including, without limitation, Merger Sub under the Merger Agreement with respect to the Guaranteed Party's equity holdersObligations (other than insolvency, Affiliates and/or subsidiariesbankruptcy or reorganization of Parent or Merger Sub), as well as any defenses in respect of any fraud of the Company or its Affiliates. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not restrict, impair or otherwise limit the injunctive, specific performance and other equitable relief remedies available to the Guaranteed Party pursuant to Section 9.10 of the Merger Agreement (the “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guaranteed Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and this Limited Guarantee. All payments under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable shall be made in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) lawful money of the Merger AgreementUnited States, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefunds.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the Guarantor Guarantors, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment by Parent and performance Merger Sub of, and to cause Parent and Merger Sub to punctually pay and perform, when due of 1.24% pursuant to the terms and condition of the Parent Parties' obligation Merger Agreement of (the "Guaranteed Obligation") to pay to the Guaranteed Party (i1) the Parent Termination Fee if and Fee, when required to be paid by Parent pursuant to Section 8.2(c9.02(c) of the Merger Agreement, subject to the provisions of Section 9.02(c) and the other terms and conditions of the Merger Agreement, and (ii2) the payment any reimbursement obligations of the Parent Parties pursuant to Section 6.6 Sections 7.11(a) and (c) of the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, however, that, notwithstanding anything to the contrary set forth in this Limited Guarantee (except the immediately succeeding proviso), the Merger Agreement; provided that , or any other agreement contemplated hereby or thereby, in no event shall the maximum aggregate liability of the Guarantor hereunder Guarantors pursuant to this Limited Guarantee exceed $50,000,000 (such amount, plus the aggregate amount to which the Company shall not exceed US$ 5,573,361 (be entitled pursuant to Section 10 of this Limited Guarantee being, the "“Maximum Amount"Liability Cap”). (b) , it being understood that in no event shall this Limited Guarantee be enforced without giving effect to the Maximum Liability Cap. The Guaranteed Party Company hereby agrees that (ai) the Guarantor Guarantors shall in no event be required to pay more than an aggregate amount in excess of the Maximum Amount Liability Cap under or in respect of this Limited Guarantee (or in the case of each Guarantor, its Pro Rata Amount of the Maximum Liability Cap), and (bii) neither the Guarantors nor any Guarantor Affiliate (as hereinafter defined) shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)herein. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.240.62% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 US$2,786,681 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.244.33% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 19,506,764 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, the Guarantor absolutely and irrevocably guarantees to the Guaranteed Party the due and punctual performance and discharge of any payment and performance when due obligations of 1.24Parent of 10.7910.40% (such percentage, the Guarantor’s “Contribution Percentage”) of the Parent Parties' obligation aggregate amount of: (the "Guaranteed Obligation") to pay to the Guaranteed Party (ia) the Parent Termination Fee if and when required due and payable pursuant to Section 8.2(c6.06(c) of the Merger Agreement, and ; (iib) the payment obligations of the Parent Parties if and when due and payable pursuant to the last two sentences of Section 6.6 6.15(c) of the Merger Agreement; provided that and (c) the payment obligations of Parent if and when due and payable pursuant to Section 6.06(d) of the Merger Agreement (clauses (a) through (c), collectively, the “Guaranteed Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not in respect of the Guaranteed Obligations exceed US$ 5,573,361 (the "Maximum Amount"). (b) $5,459,7405,262,076. The Guaranteed Party hereby acknowledges and agrees that (a) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,459,7405,262,076 (such limitation on the Maximum Amount aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under or this Limited Guarantee if it has funded in respect full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (bii) the Guarantor shall not have any obligation all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or liability to any Person (including, without limitation, Merger Sub under the Merger Agreement with respect to the Guaranteed Party's equity holdersObligations (other than insolvency, Affiliates and/or subsidiariesbankruptcy or reorganization of Parent or Merger Sub), as well asincluding any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its AffiliatesSubsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not restrict, impair or otherwise limit the injunctive, specific performance and other equitable relief remedies available to the Guaranteed Party pursuant to Section 9.10 of the Merger Agreement (the “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the GuaranteedGuarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and this Limited Guarantee. All payments under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable shall be made in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) lawful money of the Merger AgreementUnited States, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefunds.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the due and punctual payment and performance when due of 1.24Maximum Amount (as defined below), 100% of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c9.03(c) of the Merger Agreement, and plus (iib) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 9.03(e) of the Merger Agreement, plus (c) the indemnification and expense reimbursement obligations of Parent to the Guaranteed Party pursuant to, and in accordance with, Section 7.14 of the Merger Agreement, plus (d) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Guaranteed Party in connection with the enforcement of its rights under Section 10.06 of the Merger Agreement that results in a judgment against Parent, Merger Sub or the Guarantor; plus (e) the costs of collection and reasonable expenses (including attorneys’ fees) incurred by the Guaranteed Party in connection with the Guaranteed Party’s enforcement of its rights under this Limited Guarantee (collectively, the “Guaranteed Obligation”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 US$5,000,000 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's ’s equity holders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Xxxxxx HoldCo LP, a Delaware limited partnership in which the Guarantor hereby absolutelyGuarantors propose to invest (“Parent”), irrevocably Xxxxxx MergeCo Inc., a North Carolina corporation and unconditionally guarantees to a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which, subject to the terms satisfaction or proper waiver of the conditions set forth therein, Merger Sub will merge with and conditions hereofinto the Guaranteed Party, the due Guarantors hereby irrevocably, absolutely and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay unconditionally guarantee to the Guaranteed Party on a several (iand not joint) basis up to the amount of each Guarantor’s respective Cap Amount (as defined below) Parent’s obligations to pay the Parent Termination Fee Fee, if and when required due pursuant to Section 8.2(c7.2(b) of the Merger Agreement, plus the reasonable fees and (ii) expenses that may be incurred by the payment obligations of the Parent Parties Guarantor Party pursuant to the second to last sentence of Section 6.6 3 of the Merger Agreementthis Limited Guarantee (with respect to each Guarantor, such Guarantor’s “Guaranteed Obligation”); provided provided, however, that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the liability of any Guarantor under this Limited Guarantee exceed the amount set forth next to such Guarantor’s name on Schedule A hereto (such amount for each Guarantor, the “Cap Amount”) plus its pro rata share of the reasonable fees and expenses that may be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) incurred by the Guarantor shall not have any obligation or liability Party pursuant to any Person (including, without limitation, second to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out last sentence of or in connection with Section 3 of this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable it being understood and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding agreed that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses may not be enforced without giving effect to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereundereach Guarantor’s respective Cap Amount. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.245.5% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $614,520 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of October 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) between the Guaranteed Party, BCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), BCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Midco”), and BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% the payment obligations of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party with respect to (i) the Parent Termination Fee if and when required Fee, pursuant to Section 8.2(c9.03(c) of the Merger Agreement, and ; (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation with respect to financing, pursuant to Section 7.16(e) of the Merger Agreement; (iii) reasonably documented costs and expenses in connection with any Action, pursuant to Section 9.03(e) of the Merger Agreement; and (including reasonable iv) reasonably documented out-of-pocket fees and expenses of counsel) incurred by the Guaranteed Party Company and its Affiliates in connection with the enforcement of its rights hereunder and Transaction (as defined under the Merger Agreement), including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c9.03(f) of the Merger Agreement, in each case, as applicableand when due (collectively, then the “Obligations”). In no event shall the Guarantor's liabilities ’s aggregate liability under this Guarantee exceed an amount equal to the Obligations (the “Cap”). The Guarantor and the Guaranteed Party agree that this Guarantee may not be enforced against the Guarantor without giving effect to the Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party hereunder under, in respect of, or in connection with this Guarantee or the Merger Agreement or otherwise any amounts other than as expressly set forth herein. All payments hereunder shall be made in lawful money of such Guaranteed Obligation the United States, in immediately available funds. Each capitalized term used and not defined herein shall become immediately due and payable and have the Guaranteed Party may at any time and from time meaning ascribed to timeit in the Merger Agreement, at the Guaranteed Party's option, and so long except as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableotherwise provided herein.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.240.56% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 2,508,013 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.246.8% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $768,150 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due due, complete and punctual payment payment, observance, performance and performance when due of 1.24% discharge of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") Parties with respect to pay to the Guaranteed Party (i) the Parent Termination Fee Fee, if and when required due pursuant to Section 8.2(c) 8.2 of the Merger Agreement, and (ii) the payment obligations up to $1,500,000 of the Parent Parties pursuant monetary damages resulting or arising from Parent’s or Merger Sub’s Fraud with respect to Section 6.6 of the Merger Agreement; provided that Agreement or the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 transactions contemplated thereby (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (includingeach, without limitationan “Obligation” and, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guaranteecollectively, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter“Obligations”). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed . If a Parent Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make pay, observe, perform or discharge any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicableObligations when due, then the Guarantor's ’s liabilities to the Guaranteed Party hereunder in respect of such the Obligations shall, at the Guaranteed Obligation shall Party’s option, become immediately due and payable payable, and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option’s option and in its sole discretion, and so long as a Parent Party has failed or refuses to pay, observe, perform or discharge any of the Parent Parties remain in breach of its Guaranteed ObligationObligations, take any and all actions available hereunder or and under applicable Law to collect enforce the Obligations against the Guarantor. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or proceeding or actions or proceedings against the Guarantor for the full amount of the Obligations, regardless of whether action or proceeding is, or actions or proceedings are, brought against any of the Parent Parties, and regardless of whether any of the Parent Parties is joined in any such action or proceeding or actions or proceedings. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall not have any obligation or liability to any Person under this Limited Guarantee other than as expressly set forth herein; provided that the foregoing is not intended to diminish or otherwise limit in any way the Guaranteed Obligation from Party’s rights under the Guarantor subject Merger Agreement. The provisions of this Limited Guarantee shall not be construed to diminish or otherwise impair in any respect the Maximum Amount Guaranteed Party’s rights under the Merger Agreement to specific performance as applicableprovided in the Merger Agreement, and without those rights, the Guaranteed Party would not have entered into the Merger Agreement.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of June 23, 2010 (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among the Guaranteed Party, Merger Subsidiary and Parent (the “Buyer”), pursuant to which and subject to the terms and conditions of which the Guaranteed Party will become a wholly owned subsidiary of the Buyer (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereof, set forth herein the due and punctual payment as and performance when due of 1.24% the payment obligations of Buyer with respect to the Buyer Termination Fee (the “Obligations”), provided that notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the Guarantor’s aggregate liability under this Limited Guarantee exceed $5.8 million, less the portion of the Parent Parties' obligation (the "Guaranteed Obligation") to pay foregoing amounts, if any, indefeasibly paid to the Guaranteed Party (i) by the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Buyer, Merger AgreementSubsidiary or any other Person that is not rescinded or otherwise returned, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"“Cap”). (b) , it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, the Merger Voting Agreement, the Rollover Commitment Letters, the Merger Agreement or the Equity Commitment Letter (as defined below) transactions contemplated hereby and thereby other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used but not defined herein or shall have the meaning ascribed to it in the Equity Commitment Letter Merger Agreement, except as otherwise provided. If the Buyer fails to pay the Obligations when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Escrow Agreement Obligations from the Guarantor. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (as defined in subject to the Equity Commitment Letter). (cCap) regardless of whether any action is brought against the Buyer. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) if the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The ; provided that the amounts payable by the Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) this paragraph shall not be considered in determining the Guarantor’s aggregate liability under this Limited Guarantee for purposes of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableCap.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the due and punctual payment and performance when due of 1.24Maximum Amount (as defined below), 27.1739% of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c9.2(b)(iii) of the Merger Agreement, Agreement and (iib) the payment obligations of the Parent Parties to pay any amounts pursuant to Section 6.6 9.2(d) of the Merger AgreementAgreement (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $5,815,217.39 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (aA) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (bB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesand Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter (as defined belowLetter”) other than as expressly set forth herein or in the Equity Commitment Letter or Letter. This Limited Guarantee may be enforced for the Escrow Agreement (as defined payment of money only. All payments hereunder shall be made in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party United States dollars in connection immediately available funds. Concurrently with the enforcement delivery of its rights hereunder and under this Limited Guarantee, the Merger Agreement, including, without limitation, in the event that parties set forth on Schedule A (ieach an “Other Guarantor”) the Guarantor asserts in any arbitration, litigation or other proceeding that are also entering into limited guaranties substantially identical to this Limited Guarantee is illegal(each, invalid or unenforceable in accordance an “Other Guarantee”) with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.2410.2% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $1,152,225 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To In order to induce the Guaranteed Party Buyer to enter into this Agreement and for other good and valuable consideration, Xx. Xxxx (the Merger Agreement“Guarantor”), the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Partyguarantees, subject to the terms and conditions hereoflimitations set forth in this Section 11.1, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation obligations of Seller contained in Article IX in connection with a breach of Seller’s representations and warranties in Section 4.5 (Ownership of Shares) (the "“Guaranteed Obligation") Obligations”); it being agreed that without the prior written consent of Buyer, Seller or the Guarantor shall not have a right to pay satisfy the Guaranteed Obligations from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement, and Buyer shall not be required to seek recovery from the Escrow Funds or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the Guarantor pursuant to the terms of this Section 11.1. Buyer may (on behalf of the Buyer Indemnified Parties), at its sole option, elect to assert a claim pursuant to this Article XI against Guarantor with respect to the Guaranteed Party (iObligations concurrently with or following the assertion of a claim against Seller with respect to the Guaranteed Obligations; provided that in no event shall the aggregate amount of Guarantor’s Liability pursuant to this Article XI exceed the Purchase Price, and in no event shall Buyer be entitled to any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Loss. In the event that Seller is dissolved, revoked or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in Section 6.8(h) and Article IX, Guarantor shall, or shall cause one of its Affiliates with a financial credit and assets equal to or greater than Seller as of immediately after the Parent Termination Fee if and when required Closing, to satisfy such obligations. Any payment by Guarantor pursuant to this Section 11.1 shall, for all purposes of Section 9.4, be deemed to be a payment by Seller in respect of Seller’s indemnification obligations pursuant to Section 8.2(c) 9.2(a). The Guarantor hereby acknowledges that by reason of his relationship with Xxxxxx and the Merger Company, the Guarantor will derive a substantial benefit from the transactions contemplated by this Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided . The Guarantor hereby further acknowledges that the maximum aggregate liability validity of this Article XI and the Guarantor hereunder Guarantor’s obligations under this Article XI shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Buyer under or in respect of this Guarantee and Agreement, or any bankruptcy, insolvency, receivership or other such Proceeding relating to Seller or the Company. Nothing set forth in this Section 11.1 confers or gives, or shall be construed to confer or give (bi) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly Buyer (and any Buyer Indemnitee on whose behalf Buyer may act) any remedies under or by reason of the obligations of the Guarantor set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, Section 11.1 or (ii) to any Person any rights or remedies against any Person other than the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially under or by arbitration that reason of the obligations of the Guarantor is required to make such payment hereunderset forth in this Section 11.1. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce As an inducement to, and consideration for the Guaranteed Party to enter entering into the Merger Agreement, the each Guarantor hereby absolutelyguarantees, irrevocably severally and unconditionally guarantees not jointly, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% each of (but never more than any one of) a portion of Parent’s obligation following the valid termination of the Parent Parties' obligation (the "Guaranteed Obligation") Merger Agreement to pay to the Guaranteed Party (x) (i) the Parent Termination Fee if Fee, if, when, and when required as due, pursuant to Section 8.2(c9.2(b)(iv) of the Merger AgreementAgreement (the “Reverse Termination Fee”), and (ii) the payment obligations of the Parent Parties amounts, if, when, and as due, pursuant to Section 6.6 9.2(d) of the Merger AgreementAgreement (subject in all circumstances to a maximum aggregate amount of $1,000,000, the “Enforcement Expenses”), and (iii) the amounts, if, when, and as due pursuant to Section 7.12(i) of the Merger Agreement (the “Financing Indemnity”) or (y) all amounts payable (and solely to the extent payable pursuant to a final and non-appealable order of a court of competent jurisdiction) as damages, if any, as a result of fraud by Parent or Merger Sub on or before the Closing under and in accordance with Section 9.2(a) of the Merger Agreement (subject in all circumstances to a maximum aggregate amount of $133,800,000, the “Damages Obligation”) (the Reverse Termination Fee, the Enforcement Expenses, the Financing Indemnity or the Damages Obligation, as applicable, the “Guaranteed Obligation”), in each case, on the terms and subject to the conditions set forth in, the Merger Agreement and this Limited Guarantee, in an amount equal to the percentage of the Maximum Aggregate Amount set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable, such Guarantor’s “Pro Rata Percentage”); provided provided, that the maximum aggregate liability of the each Guarantor hereunder shall not exceed US$ 5,573,361 such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantors hereunder shall not exceed $133,800,000 (such amount referred to herein as the "“Maximum Aggregate Amount"”). . Notwithstanding anything herein to the contrary, the Guaranteed Party agrees and acknowledges, on behalf of itself and its Related Persons, that (bA) this Limited Guarantee may not be enforced without giving full and absolute effect to the provisions of this Limited Guarantee limiting the Guarantors’ liability to the Maximum Aggregate Amount and limiting each Guarantor’s liability to such Guarantor’s Maximum Guarantor Amount and (B) the Guaranteed Party acknowledges and agrees that it will not, directly or indirectly, seek to enforce this Limited Guarantee in violation thereof. The Guaranteed Party hereby hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (a1) the Guarantor Guarantors shall in no event be required to pay to any person or persons in the aggregate more than the Maximum Aggregate Amount under (and that no Guarantor shall be required to pay to any person or persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (includingof, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (as defined belowor the termination or abandonment thereof), and (2) no Guarantor shall have any obligation or liability to any person under this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein and solely to the extent thereof. In addition, the Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (a) no Guarantor shall be required to pay (y) more than such Guarantor’s Pro Rata Percentage of the Guaranteed Obligation or (z) any amounts required to be paid by any other Guarantor hereunder and (b) no demand by the Guaranteed Party shall be made, directly or indirectly, on any Guarantor unless demand is also made on each other Guarantor in accordance with their respective Pro Rata Percentages of the Equity Commitment Letter or Guaranteed Obligation in accordance with the Escrow Agreement (as defined terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by , any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, the Guaranteed Party in connection with hereby agrees, on behalf of itself and its Related Persons, that to the enforcement extent Parent and Merger Sub are relieved of its rights hereunder and all or any portion of their payment or performance obligations under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation by satisfaction or other proceeding that this Limited Guarantee is illegal, invalid waiver thereof or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at other agreement with the Guaranteed Party's option, and so long as the Parent Parties remain in breach Guarantors shall be similarly relieved, to such extent, of its Guaranteed Obligation, take any and all actions available hereunder or their obligations under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor each Guarantor, intending to be legally bound, hereby absolutely, irrevocably unconditionally and unconditionally irrevocably, severally but not jointly, guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of its respective percentage as set forth opposite to its name in Annex A (for each such Guarantor, the “Guaranteed Percentage”) of the obligations of Parent or Merger Sub, to pay the Guaranteed Party (a) the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement (the “Parent Fee Obligations”) and (b) the costs, expenses and interests payable pursuant to Section 6.14(c) and Section 8.06(c) of the Merger Agreement (the “Expense Obligations,” and together with the Parent Fee Obligations, the “Guaranteed Obligations”) as and when due (with respect to each Guarantor, its Guaranteed Percentage of the Guaranteed Obligations, the “Guarantor Obligations”), provided that in no event shall a Guarantor’s liability under this Limited Guarantee exceed an amount equal to its Guaranteed Percentage of (i) the Parent Fee Obligations, plus (ii) the Expense Obligations, minus (iii) any portion of the Guaranteed Obligations actually paid by Parent or Merger Sub in accordance with the terms hereof and under the Merger Agreement (such limitation set forth in the foregoing clauses (i) and (ii) on the liability of a Guarantor with respect to its Guarantor Obligations being hereinafter referred as the “Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee. (b) Subject to the terms and conditions hereofof this Limited Guarantee, the due and punctual payment and performance when due of 1.24% if Parent or Merger Sub is in breach of the Parent Parties' obligation (Guaranteed Obligations, then all of the "Guaranteed Obligation") to pay Guarantors’ liabilities and obligations to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this their respective Guarantor Obligations shall, at the Guarantee Party’s option, become immediately due and (b) payable and the Guarantor shall not have Guaranteed Party may at any obligation or liability time and, from time to any Person (includingtime, without limitation, to at the Guaranteed Party's equity holders’s option, Affiliates and/or subsidiaries) relating totake any and all actions available hereunder or under applicable law to collect the Guarantor Obligations from each Guarantor (subject to the Maximum Amount). In furtherance of the foregoing, arising out each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for its Guarantor Obligations (subject to the Maximum Amount), regardless of whether any action is brought against Parent, Merger Sub or any other Guarantors, or whether Parent, Merger Sub or any other Guarantor is joined in connection with any action or actions. Notwithstanding anything herein to the contrary, the Guaranteed Party agrees and acknowledges that this Limited Guarantee, Guarantee may not be enforced without giving full and absolute effect to the Merger Agreement, or Maximum Amount. Each of the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor Guarantors agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that with respect to such Guarantor if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderpayable. (dc) The Guarantor promises parties hereto acknowledge and undertakes to make all payments hereunder free and clear of agree that irreparable damage would occur in the event that any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party hereunder shall be entitled to an injunction, specific performance and other equitable relief against any Guarantor to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in respect addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such Guaranteed Obligation shall become immediately due injunction, specific performance and payable and other equitable relief on the basis that (i) the Guaranteed Party may has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any time and from time to timereason at law or in equity (collectively, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable“Prohibited Defenses”).

Limited Guarantee. (a) To induce As a condition and material inducement to the Guaranteed Party willingness of Acquiror to enter into this Agreement and the Merger Agreementother Acquiror Ancillary Agreements, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor shall not have any obligation or liability is a beneficiary to any Person Acquiror in this Agreement (includingcollectively the “Obligations”), without limitationin each case, when and to the Guaranteed Party's equity holdersextent that any such obligations shall become due and payable or required to be performed; provided, Affiliates and/or subsidiaries) relating tohowever, arising out that the obligations of or in connection with the Seller Guarantors under this Limited Guarantee, Section 13.19 shall be subject to the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly limitations set forth herein or and shall succeed to all rights of NewCo hereunder. The Seller Guarantors agree that the guaranty set forth in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the prosecute collection, enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid remedies against NewCo or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or any other proceedingPerson, or (ii) to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the applicable Seller Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim a beneficiary shall fail or counterclaim of any kind. If the Parent Parties fail be unable to pay or cause perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to be paid NewCo, and such Seller Guarantor, with respect to the Guaranteed Obligation as and when due and payable applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 8.2(c) of 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party Seller Guarantors may at have against Acquiror or any time and from time to time, at the Guaranteed Party's optionother Person, and so long as the Parent Parties shall remain in breach of its Guaranteed Obligationfull force and effect without regard to, take and shall not be released, discharged or affected in any and all actions available hereunder way by any circumstance or under applicable Law to collect condition (whether or not the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.Seller Guarantors shall have any knowledge thereof). 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Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereofset forth herein, but only up to the due and punctual payment and performance when due of 1.24Maximum Amount (as defined below), 100% of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"i) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c9.3(b) of the Merger Agreement, and plus (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 7.7(b) and Section 9.3(c) of the Merger AgreementAgreement (collectively, the “Guaranteed Obligation”), plus (iii) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Company in connection with the enforcement of its rights under Section 10.11 (Specific Performance) of the Merger Agreement that results in a judgement against Parent, Merger Sub, the Rollover Stockholders or the Guarantor; provided that in no event shall the maximum Guarantor’s aggregate liability of under this Limited Guarantee exceed US$2,100,000 (the “Maximum Amount”), it being understood that this Limited Guarantee may not be enforced against the Guarantor hereunder shall not exceed US$ 5,573,361 without giving effect to the Maximum Amount (and to the "Maximum Amount"provisions of Section 8 and Section 9). (b) . The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than to any Person under, in respect of, or in connection with, this Limited Guarantee, an amount in excess of the Maximum Amount under or in respect of this Guarantee Amount, and (b) that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with with, this Limited Guarantee, the Merger AgreementEquity Commitment Letter, the Support Agreement or the Equity Commitment Letter (as defined below) Merger Agreement other than as expressly set forth herein herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, or other currencies if otherwise agreed by the parties hereto, in immediately available funds. (b) All payments made by the Equity Commitment Letter Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or the Escrow Agreement (as defined in the Equity Commitment Letter)counterclaim of any kind. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce As a condition and material inducement to the Guaranteed Party willingness of Acquiror to enter into this Agreement and the Merger Agreementother Acquiror Ancillary Agreements, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee Agreement and (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to Acquiror the payment and performance of all of the payment or other obligations of such Seller of which such Seller Guarantor shall not have any obligation or liability is a beneficiary to any Person Acquiror in this Agreement (includingcollectively the “Obligations”), without limitationin each case, when and to the Guaranteed Party's equity holdersextent that any such obligations shall become due and payable or required to be performed; provided, Affiliates and/or subsidiaries) relating tohowever, arising out that the obligations of or in connection with the Seller Guarantors under this Limited Guarantee, Section 13.19 shall be subject to the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly limitations set forth herein or and shall succeed to all rights of NewCo hereunder. The Seller Guarantors agree that the guaranty set forth in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the prosecute collection, enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid remedies against NewCo or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or any other proceedingPerson, or (ii) to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the applicable Seller Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim a beneficiary shall fail or counterclaim of any kind. If the Parent Parties fail be unable to pay or cause perform, punctually and fully, any of the Obligations, the Seller Guarantor shall, with respect to be paid NewCo, and such Seller Guarantor, with respect to the Guaranteed Obligation as and when due and payable applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the obligations of the Seller Guarantors pursuant to this Section 8.2(c) of 13.19 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party Seller Guarantors may at have against Acquiror or any time and from time to time, at the Guaranteed Party's optionother Person, and so long as the Parent Parties shall remain in breach of its Guaranteed Obligationfull force and effect without regard to, take and shall not be released, discharged or affected in any and all actions available hereunder way by any circumstance or under applicable Law to collect condition (whether or not the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableSeller Guarantors shall have any knowledge thereof).

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, Star Parent, L.P., a Delaware limited partnership (“Parent”) and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due and punctual payment observance, performance and performance when due discharge of 1.2446.31% (the “Pro Rata Share”) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Party: (ia) the Parent Termination Fee when and only if and when required the Parent Termination Fee becomes payable pursuant to Section 8.2(c8.5(c) of the Merger Agreement (the “Parent Fee Obligations”), (b) the amounts described in the second sentence of Section 8.5(e)(i) of the Merger Agreement when and only if such amounts become payable pursuant to Section 8.5(e)(i) of the Merger Agreement (the “Enforcement Costs”) and (c) Parent Reimbursement Obligations described in sections 6.11(i), 6.15(f) and 6.16(b) of the Merger Agreement when and only if such obligations become payable pursuant to such sections of the Merger Agreement (the “Expense Obligations” and, together with the Parent Fee Obligations and the Enforcement Costs, collectively, the “Obligations”); provided, however, that in no event shall the Guarantor’s liability for (x) the Parent Fee Obligations and the Expense Obligations, in the aggregate, exceed the Guarantor’s Pro Rata Share of the Parent Termination Fee and (y) the Enforcement Costs, which are payable by Parent pursuant to Section 8.5(e)(i) of the Merger Agreement, in the aggregate, exceed $2,315,669.59 (such limitation on the liability that the Guarantor may have for the applicable Obligations as described in clause (x) or clause (y), as applicable, being herein referred to as, the “Cap” for such relevant Obligations). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap (ii) and giving effect to the provisions of Section 8 and Section 9 hereof). This Limited Guarantee may be enforced for the payment obligations of money only in satisfaction of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of Obligations by the Guarantor hereunder shall not exceed US$ 5,573,361 (up to the "Maximum Amount"). (b) Cap. The Guaranteed Party hereby agrees that (ai) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty or any other Person under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or and (ii) in no event shall this Limited Guarantee be enforced by the Guaranteed Party unless each Other Equity Commitment Letter or the Escrow Agreement Investor Limited Guarantee (as defined in the Guarantor’s Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred is being concurrently enforced by the Guaranteed Party Party. All payments hereunder shall be made in connection with lawful money of the enforcement of its rights hereunder and under United States, in immediately available funds. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. If Parent fails to discharge all or any portion of the Obligations when due, including, without limitation, then to the extent expressly permitted in the event that (i) Merger Agreement and this Limited Guarantee, the Guarantor asserts in any arbitrationshall, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and on the Guaranteed Party prevails in such arbitrationParty’s demand, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment forthwith pay to the Guaranteed Party hereunder when due the Obligations (subject to the terms and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) conditions of the Merger AgreementLimited Guarantee, as applicableincluding the Cap), then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain in breach of its Guaranteed ObligationGuarantor has failed to perform the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligation from the Guarantor Obligations, subject to the Maximum Amount as applicableCap.

Limited Guarantee. (a) To induce No later than the Guaranteed Party third Business ----------------- Day prior to enter each Remittance Date, the Servicer (if other than CHI) shall notify CHI of the amount of any Guarantee Payment for such Remittance Date. Not later than the Business Day preceding each Remittance Date, CHI shall deposit any such Guarantee Payment for such Remittance Date into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount")related Certificate Account. (b) The Guaranteed Party hereby agrees that (a) the Guarantor obligations of CHI under this Agreement shall in no event not terminate upon or otherwise be required affected by an Event of Default pursuant to pay more than the Maximum Amount under or in respect Article IX of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees obligation of CHI to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by provide the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and under this Agreement shall terminate on the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderFinal Remittance Date. (d) The Guarantor promises and undertakes obligation of CHI to make the Guarantee Payments described in subsection (a) above shall be unconditional and irrevocable and shall constitute an unsecured obligation of CHI and will rank on a parity with all payments hereunder free other unsecured and clear unsubordinated indebtedness of any deductionCHI. CHI acknowledges that its obligation to make the Guarantee Payments described in subsection (a) above shall be deemed a guarantee by CHI of indebtedness of the Trust Fund for money borrowed from the Class I B-2 and Class II B-3 Certificate- holders, offsetand CHI acknowledges and agrees that it has no right of reimbursement, defenseindemnity, claim exoneration, contribution or counterclaim other similar right of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable recovery arising from amounts expended pursuant to Section 8.2(c) of the Merger its obligations under this Agreement, as applicableother than the right to receive distributions, then the Guarantor's liabilities to the Guaranteed Party hereunder extent available, from the Trust Fund as provided in this Agreement. In no event shall the amount paid on the Class I B-2 Certificates in respect of such Guaranteed Obligation principal pursuant to the Group I Limited Guarantee exceed the Original Class I B-2 Principal Balance, and in no event shall become immediately due and payable the amount paid on the Class II B-3 Certificates in respect of principal pursuant to the Group II Limited Guarantee exceed the Original Class II B-3 Principal Balance. In no event shall either Limited Guarantee require CHI to make payments of the Class II B-3 Net Funds Cap Carryover Amount to the Class II B-3 Certificateholders. (e) If CHI fails to make a Guarantee Payment in whole or in part, CHI shall promptly notify the Trustee, and the Guaranteed Party may at Trustee shall promptly notify the Rating Agencies. CHI shall promptly notify the Rating Agencies in the event of any time and from time termination of the Limited Guarantee or any change of the Person providing the Limited Guarantee, including but not limited to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablea change by merger.

Limited Guarantee. (a) To induce Subject to all of the Guaranteed Party to enter into the Merger Agreementterms and conditions of this Limited Guarantee, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Purchaser the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to all Damages under Seller’s indemnification obligations in Section 8.2(c11.2(b) of the Merger AgreementPSA, whether now or hereafter existing, in each case, in accordance with the terms, conditions and limitations of the PSA (including the limitations set forth in Section 11.4 of the PSA) when (and only if) the same shall become due and payable by Seller in accordance with the terms of the PSA (collectively, the “Guaranteed Obligations”); provided, however, and (ii) notwithstanding anything to the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that contrary, the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 an aggregate sum of ten percent (10%) of the "Maximum Amount"Unadjusted Purchase Price under the PSA (such amount, the “Cap”). (b) The . In the event any Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor Obligations shall not have any obligation or liability to any Person (includingbeen paid by Seller when due, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to shall pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities (subject to the Guaranteed Party hereunder in respect Cap) to Purchaser the unpaid amount of such Guaranteed Obligation shall become immediately Obligations that are then due and payable and unpaid within ten (10) Business Days after written demand therefor from Purchaser. Notwithstanding anything to the contrary, to the extent Seller is relieved of any portion of its obligations under the PSA with respect to any of the Guaranteed Party Obligations, by satisfaction thereof or pursuant to any other written agreement executed by Purchaser (other than, for clarity but not limited to, due to the operation of bankruptcy, insolvency or similar laws), Guarantor shall be relieved of its obligations under this Limited Guarantee to the same extent. This Limited Guarantee may at be enforced for the payment of money only. (b) Guarantor’s obligations are primary obligations and independent of all of Seller’s obligations to Purchaser. Guarantor, however, shall be entitled to assert any time and from time defenses to timeits obligations based upon acts or failures to act of Purchaser that are available to Seller under the PSA and, at in no event shall Guarantor’s liability under this Limited Guarantee be greater than Seller’s liability under Article 11 of the PSA. Upon default by Seller with respect to any of the Guaranteed Party's optionObligations, Purchaser shall have no obligation to proceed against Seller, and so long as the Parent Parties remain in breach may proceed directly against Guarantor without proceeding or exhausting any right to take any action against Seller or its assets or any other Person or pursuing any other remedy. Guarantor irrevocably waives acceptance hereof, diligence, presentment, demand, protest, notice of its Guaranteed Obligationdishonor, take notice of any sale of collateral and any notice not provided for herein. Guarantor further agrees to pay any and all actions available hereunder or reasonable costs, fees and expenses (including reasonable counsel costs, fees and expenses) incurred by Purchaser in enforcing and/or preserving its rights under applicable Law to collect this Limited Guarantee, which amount shall not be included in the calculation of the aggregate liability of Guaranteed Obligation from the Guarantor Obligations subject to the Maximum Amount as applicableCap.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of December 17, 2009 (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among the Guaranteed Party, 72 Mobile Acquisition Corp. and 72 Mobile Holdings, LLC (the “Buyer”), pursuant to which and subject to the terms and conditions of which the Guaranteed Party will become a wholly owned subsidiary of the Buyer (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereof, set forth herein the due and punctual payment as and performance when due of 1.24% the payment obligations of Buyer with respect to (a) the Buyer Termination Fee, subject to the limitations of the Parent Parties' obligation Merger Agreement, (the "Guaranteed Obligation"b) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required any amounts payable by Buyer pursuant to Section 8.2(c8.3(e) of the Merger Agreement in respect of the Buyer Termination Fee, subject to the limitations of the Merger Agreement, (c) any amounts payable by Buyer pursuant to Section 5.4(d) of the Merger Agreement, and ; (iid) the payment obligations of the Parent Parties any amounts payable by Buyer pursuant to Section 6.6 6.13 of the Merger Agreement; Agreement and (e) any amounts payable by Buyer pursuant to Section 6.16 of the Merger Agreement ((a) through (e) collectively, the “Obligations”), provided that notwithstanding anything to the maximum contrary contained in this Limited Guarantee, in no event shall the Guarantor’s aggregate liability under this Limited Guarantee exceed $25,000,000.00, plus any amounts payable by Buyer pursuant to Section 8.3(e) of the Guarantor hereunder shall Merger Agreement in respect of the Buyer Termination Fee, plus any Reimbursement Obligations, less the portion of the foregoing amounts, if any, indefeasibly paid to the Guaranteed Party by the Buyer that is not exceed US$ 5,573,361 rescinded or otherwise returned, the Transitory Subsidiary or any other Person (the "Maximum Amount"“Cap”). (b) , it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) transactions contemplated hereby and thereby other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term used but not defined herein or shall have the meaning ascribed to it in the Equity Commitment Letter Merger Agreement, except as otherwise provided. If the Buyer fails to pay the Obligations when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Escrow Agreement Obligations from the Guarantor. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (as defined in subject to the Equity Commitment Letter). (cCap) regardless of whether any action is brought against the Buyer. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) if the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and Amounts payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation pursuant to the previous sentence shall become immediately due and payable and the Guaranteed Party may at any time and from time be referred to time, at the Guaranteed Party's option, and so long herein as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable“Reimbursement Obligations”.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ US$5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees (as primary obligor and not merely as surety) to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment payment, performance and performance discharge when due of 1.24% of the required by Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Company of (ia) the Parent Reverse Termination Fee if and when required payable pursuant to Section 8.2(c9.5(c)(ii) of the Merger Agreement (the “Parent Termination Fee Obligations”), (b) the Company Recovery Costs if and when payable pursuant to Section 9.5(d) of the Merger Agreement, (c) all of the liabilities and (ii) the payment obligations of the Parent Parties pursuant to or Merger Sub under Section 6.6 7.12(a)(iv) of the Merger Agreement when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and subject to the conditions set forth in Section 9.5(d) of the Merger Agreement (the “Other Obligations”) and (d) all of the liability or damages resulting from any actual fraud or Willful and Material Breach of Parent or Merger Sub required to be paid by Parent or Merger Sub pursuant to the Merger Agreement (the “Willful Breach Obligations” and, together with the Parent Termination Fee Obligations, the Company Recovery Costs referred to in clause (b) immediately above and the Other Obligations, the “Guaranteed Obligations”); provided provided, that in no event shall the maximum aggregate liability of the Guarantor hereunder in respect of the Guaranteed Obligations other than any Willful Breach Obligations (which Willful Breach Obligations shall not be uncapped) exceed US$ 5,573,361 $57,000,000 (the "Maximum Amount"“Parent Cap”). (b) The Guaranteed Party hereby agrees , and that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount Parent Cap in respect of the Guaranteed Obligations other than any Willful Breach Obligations (which Willful Breach Obligations shall be uncapped) under or in respect of this Guarantee and (b) the Guarantor shall not Limited Guarantee, or otherwise have any obligation or further liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) hereunder relating to, or arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails transactions contemplated thereby except in such arbitration, litigation or other proceeding, or (ii) the Guarantor respect of any Willful Breach Obligations. If Parent fails or refuses to make any payment to discharge the Guaranteed Party hereunder Obligations when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicabledue, then the Guarantor's ’s liabilities to the Guaranteed Party Company hereunder in respect of such the Guaranteed Obligation shall Obligations shall, at the Company’s option, become immediately due and payable payable, and the Guaranteed Party Company may at any time and from time to time, at the Guaranteed Party's optionCompany’s option and in its sole discretion, and so long as Parent has failed or refuses to perform any of the Parent Parties remain in breach of its Guaranteed ObligationObligations, take any and all actions available hereunder or and under applicable Law to collect the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligation from Obligations. The Company may, in its sole discretion, bring and prosecute a separate proceeding against the Guarantor for the full amount of the Guaranteed Obligations, regardless of whether the proceeding is brought against Parent, or whether Parent is joined in any such proceeding. The Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly pay such Guaranteed Obligations in full (but no later than when they are required to be paid pursuant to the Merger Agreement). The Guarantor acknowledges and agrees that (a) X. Xxxxx Financial, Inc., in its capacity as a party to an Equity Commitment Letter with Freedom VCM Holdings, LLC, a Delaware limited liability company (“Topco”), and Parent and separate and apart from its rights and obligations as Guarantor under this letter agreement (“X. Xxxxx”), is delivering an Equity Commitment Letter to Topco and to Parent and that the Company is relying on the obligations and commitments of X. Xxxxx under its Equity Commitment Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the provisions set forth in Section 9.5 of the Merger Agreement and this Limited Guarantee (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of X. Xxxxx'x obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement, (A) to cause Parent and Merger Sub to cause, or to directly cause, X. Xxxxx, to fund, directly or indirectly, the Commitment under the Equity Commitment Letter (subject to the Maximum Amount terms and conditions therein and in the Merger Agreement) or (B) to cause Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement (subject to the terms and conditions therein and in the Merger Agreement) and (c) the right of specific performance under the Equity Commitment Letter and Section 10.7 of the Merger Agreement is an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, nothing in this Guarantee shall limit or otherwise affect the Company’s right to specific performance as applicableprovided in Section 10.7 of the Merger Agreement, except as provided in the following sentence. Notwithstanding anything in the Merger Agreement or this Guarantee to the contrary, (A) while the Company may pursue both a grant of specific performance and payment of the Parent Termination Fee, under no circumstances shall the Company be entitled to receive both a grant of specific performance which results in the consummation of the Merger, on the one hand, and be awarded any monetary damages (including the Parent Termination Fee), on the other hand, and (B) in the event that the Company is entitled pursuant to this Agreement to both payment of any monetary damages (including monetary damages in respect of any actual fraud or Willful and Material Breach of the Guarantor, Parent, or Merger Sub) and payment of the Parent Termination Fee, the Parent Termination Fee to the extent paid shall reduce the damages to which the Company is entitled (if any) on a dollar for dollar basis. All payments hereunder shall be made in cash by wire transfer of immediately available funds.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of February 23, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Xxxxxxxx Colony Partners LLC, a Nevada limited liability company in which each Guarantor proposes to invest (“Parent”), FCP Acquisition Sub, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment observance, performance and performance when due discharge of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Merger Sub under Section 8.2(c9.2(d) and 9.2(e) of the Merger Agreement, Agreement (the “Reverse/Regulatory Termination Fee Obligations”) and (ii) the payment indemnification and expense reimbursement obligations of the Parent Parties pursuant to Section 6.6 under Sections 7.2(a), 7.9(a) and 7.10(b) of the Merger AgreementAgreement (the “Indemnification/Reimbursement Obligations” and together with the Reverse/Regulatory Termination Fee Obligations, the “Guaranteed Obligations”); provided that the aggregate maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred amount payable by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Guarantors hereunder, including all amounts paid by Parent or Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment Sub to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(cSections 7.2(a), 7.9(a), 7.10(b), 9.2(d) or 9.2(e), as the case may be, of the Merger AgreementAgreement and costs of payment and expense reimbursement obligations of the Guarantors under Section 10 hereof, as applicable, then shall not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) (the Guarantor's liabilities to “Maximum Amount”). A payment demand under this Limited Guarantee shall be in writing and shall specify in reasonable detail why a payment is due with a specific statement that the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and is calling upon the Guaranteed Party may at any time and from time Guarantors to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or pay under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.243.4% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $384,075 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment and performance when due of 1.24% of the by Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Company of (i) the Parent Termination Fee if on the terms and subject to the conditions set forth in Section 9.03 of the Merger Agreement (the “Parent Termination Fee Obligations”), (ii) all of the liabilities and obligations of Parent or Sub under the Merger Agreement (including Section 7.09(d) and Section 9.03(g), and as otherwise contemplated by Section 9.02) when required to be paid by Parent or Sub pursuant to Section 8.2(cand in accordance with the Merger Agreement (the “Other Obligations”), or (iii) all of the liabilities and obligations of Sycamore Partners Management, L.L.C. (the “NDA Party”) under the Confidentiality Agreement (the “NDA Obligations” and, together with the Parent Termination Fee Obligations and the Other Obligations, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, the Company and (ii) the payment obligations of Guarantor agree that in no event shall the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 the amount of the Parent Termination Fee plus the amount of any liability pursuant to Section 7.09(d) and Section 9.03(g) of the Merger Agreement and the amount of all attorneys’ fees payable by the NDA Party pursuant to the Confidentiality Agreement (the "“Maximum Amount"Liability Cap”). (b) The Guaranteed Party hereby agrees , and that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount Liability Cap under or in respect of this Guarantee and (b) the Guarantor shall not Limited Guarantee, or otherwise have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement and the transactions contemplated thereby or the Equity Commitment Letter (as defined below) any other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) circumstance. The Guarantor agrees to pay on demand all reasonable shall, upon the written request of the Company (a “Performance Demand”), promptly and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitrationevent within twelve (12) Business Days, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain Obligations in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefull.

Limited Guarantee. (a) To Subject to the terms and conditions herein, to induce the Guaranteed Party SVU to enter into the Merger AgreementTOA, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereofSVU, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation Equity Financing to the Offeror (the "Guaranteed Obligation") to pay “Obligations”); provided that, notwithstanding anything to the Guaranteed Party contrary herein, but subject to Section 1(f), it is explicitly acknowledged and agreed that if (i) the Parent Termination Fee if and when required pursuant Equity Financing is paid to Section 8.2(c) of the Merger AgreementOfferor in accordance with the Equity Commitment Letter, and (ii) the payment obligations of Buyer Termination Fee (as such term is defined in the Parent Parties SPA) (and any interest required to be paid thereon pursuant to Section 6.6 7.3(a) of the Merger Agreement; provided that SPA) is paid to SVU in accordance with the maximum aggregate liability SPA, then, in the case of clause (i), upon payment of the Guarantor Equity Financing to the Offeror, or in the case of clause (ii), upon payment of the Buyer Termination Fee (and any interest required to be paid thereon pursuant to Section 7.3(a) of the SPA) to SVU, and, for the avoidance of doubt, upon consummation of the Offer and Issuance (if applicable) in accordance with the TOA, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the Obligations, as qualified by the limitations set forth in this proviso, the “Guaranteed Obligations”, and the Guarantor’s guarantee to satisfy such Guaranteed Obligations, the “Guarantee”). All payments hereunder shall not exceed US$ 5,573,361 (be made in lawful money of the "Maximum Amount")United States, in immediately available funds. In no event shall the Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligations. (b) The Guaranteed Party Notwithstanding anything to the contrary contained in this Guarantee, SVU hereby agrees that to the extent that the Offeror is relieved of all or any portion of the Obligations by the satisfaction thereof or pursuant to any written agreement with SVU entered into prior to the Closing (aany amount so relieved, the “Reduction Amount”), the applicable Obligations shall be reduced by an amount equal to the Reduction Amount. (c) This Guarantee is a guarantee of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Offeror, any of the Co-Investors or any other Person or whether the Offeror, any Co-Investor or any other Person is joined in any such action or actions. Without limiting the foregoing, SVU shall not be obligated to file any claim relating to the Obligations in no the event be required that the Offeror or any Co-Investor becomes subject to pay more than a bankruptcy, reorganization or similar proceeding, and the Maximum Amount failure of SVU to so file shall not affect the Guarantor’s obligations hereunder. (d) Subject to Section 1(b) above, the liability of the Guarantor under or in respect of this Guarantee is absolute, unconditional and irrevocable and continuing in accordance with the terms hereof irrespective of (bi) the Guarantor shall not have any obligation modification, amendment or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out waiver of or in connection with this Limited Guarantee, any consent to departure from the Merger Agreement, TOA or the Equity Commitment Letter or that may be agreed in writing by the Offeror or any of the Co-Investors, (as defined belowii) other than as expressly set forth herein or any change in the limited liability company existence, structure or ownership of the Offeror, AB Acquisition LLC (“Buyer”) or any of the TOA Equity Commitment Letter Investors, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of the Offeror, Buyer or Guarantor or affecting any of the assets of any of the foregoing, (iii) any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Guaranteed Obligations, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of the TOA or the Escrow Agreement documents entered into in connection therewith, in each case, made in accordance with the terms thereof, (as defined in iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against the Offeror, Buyer or any TOA Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party Investor, whether in connection with the enforcement Guaranteed Obligations or otherwise, (v) any action or inaction on the part of its rights hereunder and under the Merger AgreementSVU, including, without limitation, the absence of any attempt to assert any claim or demand against the Offeror or any of the TOA Equity Investors or to collect the Guaranteed Obligations from any of the foregoing, (vi) the adequacy of any other means the Guarantor may have of obtaining repayment of the Guaranteed Obligations, (vi) the value, genuineness, validity, regularity, illegality or enforceability of the Equity Commitment Letter, (vii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the TOA (including any other Guarantor) or (viii) any other circumstances that might constitute a defense available to, or a discharge of, the Guarantor hereunder (other than payment and performance in full or termination of the Guarantee in accordance with its terms). (e) To the fullest extent permitted by law, the Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by SVU. The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligations and notice of or proof of reliance by SVU upon this Guarantee or acceptance of this Guarantee. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Offeror, Buyer, the Co-Investors or the Guarantor, on the one hand, and SVU, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. When pursuing its rights and remedies hereunder against the Guarantor, SVU shall be under no obligation to pursue such rights and remedies it may have against the Offeror, Buyer, any of the Co-Investors or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by SVU to pursue such other rights or remedies or to collect any payments from the Offeror, Buyer, any of the Co-Investors or any such other Person or to realize upon or to exercise any such right of offset, and any release by SVU of any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of SVU. (f) In the event that any payment to SVU in respect of the Guaranteed Obligations is rescinded and/or returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made; provided, however, that in the event that any payment to SVU in respect of the Guaranteed Obligations is rescinded as a result of a claim brought by the Guarantor or any Person claiming by, through or under the Guarantor and not returned to the Guarantor or any such Person for any reason whatsoever, this Guarantee shall not continue to be effective or be reinstated with respect to any such payments made and subsequently so rescinded and/or returned. (g) The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Offeror, Buyer, any of the Co-Investors or any other Person interested in the transactions contemplated by the TOA, and all suretyship defenses generally. Notwithstanding anything to the contrary herein, for the avoidance of doubt, the Guarantor retains any and all defenses that may be available pursuant to the TOA to the Offeror, Buyer, the Co-Investors or the Guarantor that the Guaranteed Obligations are not due pursuant to the TOA and/or have already been satisfied or performed. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the TOA and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and agrees that it shall not institute any proceeding asserting or assert as a defense in any proceeding, and shall cause its respective Affiliates not to institute any proceeding asserting or assert as a defense in any proceeding, (i) the Guarantor asserts in any arbitration, litigation a Prohibited Defense (as defined below) or other proceeding (ii) that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms terms. (h) SVU, by its acceptance of the benefits hereof, acknowledges as follows: (i) It has no right of recovery in respect of a claim arising under the TOA (other than as a result of a breach of Section 10 of the Equity Commitment Letter) or in connection with any documents or instruments delivered in connection therewith (which, for the avoidance of doubt, shall exclude the SPA and the Guaranteed Party prevails documents and instruments delivered in such arbitrationconnection therewith, litigation including this Guarantee, against any former, current or other proceedingfuture officer, agent, affiliate or employee of the Guarantor, the Co-Investors or the Offeror (or any of their successors or permitted assignees), against any former, current or future general or limited partner, member or stockholder of the Guarantor, the Co-Investors or the Offeror (or any of their successors or permitted assignees), notwithstanding that the Guarantor, the Co-Investors or the Offeror is or may be a limited liability company or partnership, or any affiliate thereof or against any former, current or future director, officer, agent, employee, affiliate, general or limited partner, stockholder, manager or member of any of the foregoing (collectively, “Equity Investor Affiliates”; it being understood that the foregoing and the term Equity Investor Affiliates shall not include the Guarantor, the Co-Investors, the Buyer or the Offeror), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Offeror against the Equity Investor Affiliates, or otherwise, except for its rights against a TOA Equity Investor under the Equity Commitment Letter and against the Guarantor under this Guarantee and subject to the applicable limits contained therein and herein. (ii) Unless the Guarantor fails or refuses to make any payment asserts a Prohibited Defense (as defined below), recourse against the TOA Equity Investors under the Equity Commitment Letter and against the Guarantor under this Guarantee (such recourse being subject to the Guaranteed Party hereunder when due applicable limits contained therein and payable herein) shall be the sole and exclusive remedy of SVU and its Affiliates against the Guarantor, the Offeror, any Co-Investor and any Equity Investor Affiliates in respect of any liabilities or obligations arising under, or in connection with, the TOA or the transactions contemplated thereby (for the avoidance of doubt, without prejudice to any remedies in respect of any liabilities or obligations arising under the SPA), including in the event the Offeror breaches any covenant, representation or warranty under the TOA or the Guarantor breaches a covenant, representation or warranty hereunder. Unless the Guarantor asserts a Prohibited Defense (as defined below), SVU hereby covenants and agrees that it is determined judicially shall not institute, and shall cause its controlled affiliates not to institute, any proceeding or by arbitration bring any other claim arising under, or in connection with, the TOA or the transactions contemplated thereby (for the avoidance of doubt, without prejudice to the ability to institute any proceeding or claim arising under, or in connection with, the SPA or the transactions contemplated thereby), against the Guarantor, the Offeror, any Co-Investor or any Equity Investor Affiliates except for claims against the TOA Equity Investors under the Equity Commitment Letter and against the Guarantor under this Guarantee. Nothing set forth in this Guarantee shall affect or be construed to affect any liability of the Offeror to SVU or shall confer or give, or shall be construed to confer or give, to any Person other than SVU any rights or remedies against any Person other than the rights of SVU against the Guarantor as expressly set forth herein. Notwithstanding anything in this Section 1(h) to the contrary, this Section 1(h) shall not limit SVU’s rights against the Offeror under the TOA. For the avoidance of doubt, SVU shall not be entitled to recover more than payment in full in respect of any obligations owed under the Equity Commitment Letter, this Guarantee and the TOA. (iii) SVU acknowledges that the Guarantor is required agreeing to make such payment hereunderenter into this Guarantee in reliance on the provisions set forth in this Section 1(h). This Section 1(h) shall survive the termination of this Guarantee. (di) The Guarantor promises Other than the obligations of each Co-Investor and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable Offeror pursuant to Section 8.2(c) that certain Investment and Interim Investors Agreement, dated as of the Merger date hereof, by and among the TOA Equity Investors, the Offeror and the other signatories thereto (the “TOA Investor Agreement”), to fund such Co-Investor’s or the Offeror’s, as applicable, then portion of any payments required to be made by Guarantor hereunder (which obligations under such TOA Investor Agreement shall in no way impair or otherwise adversely modify SVU’s rights under this Guarantee), the Guarantor's liabilities Guarantor hereby irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Offeror, any Co-Investor or any other Person liable with respect to the Guaranteed Party hereunder Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligation under or in respect of this Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of SVU against the Offeror, any Co-Investor or such Guaranteed Obligation shall become immediately due other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Offeror, any Co-Investor or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and payable and until the Guaranteed Party Obligations and any other amounts that may be payable under this Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time and from time prior to time, at the payment in full in cash of the Guaranteed Party's optionObligations and any other amounts that may be payable under this Guarantee, such amount shall be received and held in trust for the benefit of SVU, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to SVU, in the same form as so long as the Parent Parties remain in breach of its Guaranteed Obligation, take received (with any necessary endorsement or assignment) to be credited and all actions available hereunder or under applicable Law applied to collect the Guaranteed Obligation from Obligations and any other amounts that may be payable under this Guarantee, in accordance with the Guarantor subject terms of the TOA and herewith, whether matured or unmatured, or to be held as collateral for the Maximum Amount as applicableGuaranteed Obligations or other amounts payable under this Guarantee thereafter arising.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of January 28, 2006 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, subject to the terms as a primary obligor and conditions hereofnot merely as a surety, the due and punctual payment observance, payment, performance and performance when due discharge of 1.24any obligation of Parent and Merger Sub pursuant to the Merger Agreement to pay 6.873% of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Merger Sub under Section 8.2(c7.6(c) of the Merger AgreementAgreement (the “Obligations”); provided, and (ii) that notwithstanding anything to the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that contrary set forth herein, the maximum aggregate liability of amount payable by the Guarantor hereunder under this Limited Guarantee shall not exceed US$ 5,573,361 $1,099,643.90 (the "Maximum Amount"“Cap”). (b) , it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. The Guaranteed Party hereby Company agrees that (a) in the Guarantor shall in no event be required that Parent and Merger Sub breaches its Obligations under the Merger Agreement and the Company wishes to pay more than the Maximum Amount enforce its rights under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees Company shall simultaneously attempt to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of enforce its rights hereunder under those certain guarantees dated the date hereof by Sterling Capital Partners, L.P., Sterling Capital Partners II, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II 2007 Citigroup Investment, L.P. and under CGI CPE LLC (the Merger Agreement, including, without limitation, “Other Guarantors”) in favor of the event that (i) Company. Notwithstanding anything to the Guarantor asserts contrary contained in any arbitration, litigation or other proceeding that this Limited Guarantee is illegalor any other document, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) obligations of the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due under this Agreement and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of other parties under any kind. If the Parent Parties fail to pay or cause to other guarantees shall be paid the Guaranteed Obligation as several and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablenot joint.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof, (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among Talon Holdings Corp., a Delaware corporation ("Parent"), Talon Acquisition Co., a Texas corporation ("Merger Sub") and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment performance and performance when due discharge of 1.2432.7% of the payment obligations of Parent Parties' obligation (and Merger Sub under the "Guaranteed Obligation"last sentence of Section 5.10, Section 7.2(b) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c7.2(d) of the Merger Agreement, and Agreement (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement"Obligations"); provided that in no event shall the maximum aggregate Guarantor's liability of the Guarantor hereunder shall not under this Guarantee exceed US$ 5,573,361 $9,810,000 (the "Maximum AmountCap"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding it being understood that this Limited Guarantee is illegalmay not be enforced without giving effect to the Cap. In furtherance of the foregoing, invalid or unenforceable in accordance with the Guarantor acknowledges that its terms liability hereunder shall extend to 32.7% of the Obligations (subject to the Cap), and that the Guaranteed Party prevails may, in such arbitrationits sole discretion, litigation bring and prosecute a separate action or other proceeding, or (ii) actions against the Guarantor fails for 32.7% of the Obligations (subject to the Cap), regardless of whether action is brought against Parent, Merger Sub or refuses any other guarantor pursuant to make any payment a Limited Guarantee dated as of the date hereof to be entered into between the Guaranteed Party hereunder when due and payable and it is determined judicially such other guarantor (the "Other Guarantors") or by arbitration that the whether Parent, Merger Sub or any Other Guarantor is required to make joined in any such payment hereunderaction or actions. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, Party the due and punctual payment of, on the terms and performance when due of 1.24% subject to the conditions hereof and of the Parent Parties' Merger Agreement the Guarantor’s Pro Rata Portion (as defined below) of Parent’s and/or Acquisition Sub’s obligation (the "Guaranteed Obligation"i) to pay actual damages incurred as a result of any knowing and intentional breach of the Merger Agreement by Parent or Acquisition Sub prior to a termination of the Merger Agreement by the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c9.1(b) of the Merger Agreementor Section 9.1(c) thereof, and (ii) the payment to fulfill obligations of the Parent Parties pursuant to Section 6.6 of under the Merger AgreementAgreement prior to the Acceptance Time (for the avoidance of doubt, other than the obligations set forth in Sections 2 or 3), the cost and expense of which do not exceed $1,000,000 (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The , and the Guaranteed Party hereby agrees that (aA) the Guarantor shall in no event be required to pay more than the Maximum Amount to any Person pursuant to, under or in respect of this Limited Guarantee, (B) under no circumstances shall the Guarantor be liable for exemplary or punitive damages relating to, arising out of, or in connection with the Merger Agreement or this Limited Guarantee and (bC) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or affiliates and subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Guarantor’s Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Guarantor’s Commitment Letter). (c) The Guarantor agrees . If Parent fails to pay on demand discharge any Guaranteed Obligation when due, then all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such Guaranteed Obligations shall, at the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger AgreementParty’s option, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may may, at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from Obligations; provided that, for the avoidance of doubt, the Guarantor subject and all other Guarantors under the other Limited Guarantees shall be liable on a several, and not joint, basis for their respective Pro Rata Share (as defined in the Limited Guarantee to which each such Guarantor is a party) of the Guaranteed Obligations. For purposes of this Limited Guarantee, the “Pro Rata Portion” shall equal 25%. For purposes of this Limited Guarantee, the “Maximum Amount as applicableAmount” shall equal $70,656,986.56, less any amounts funded by the Guarantor under the Equity Commitment Letter and, without duplication, less the Pro Rata Portion of the amount of any Guaranteed Obligations actually satisfied by Parent or Acquisition Sub.

Limited Guarantee. (a) To induce Subject to the Guaranteed Party terms and conditions in this Limited Guarantee, Guarantor, intending to enter into the Merger Agreementbe legally bound, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereofCompany, the due and punctual payment of all of Parent’s and performance when due Merger Sub’s obligations to make any payment of 1.24% of any kind under the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) terms of the Merger Agreement, in cash, if, as and (ii) when due and payable in accordance with the payment obligations of the Parent Parties pursuant to Section 6.6 terms of the Merger AgreementAgreement (such obligations, subject to the limitations in the following provisos, the “Obligations” and each, an “Obligation”); provided provided, however, that, notwithstanding anything to the contrary set forth in this Limited Guarantee, but subject to Section 1(g), it is explicitly acknowledged and agreed that the maximum Guarantor’s aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor with respect to all Obligations shall in no event exceed (i) $1,000,000, plus (ii) $1,000,000, but only if, in the case of this clause (ii), any of the following conditions are satisfied: (x) Parent does not deliver all of the Qualifying Additional Financing Documents to the Company on or before 5:00 p.m. Central Time on April 22, 2024 and fails to satisfy its payment obligations contemplated by Section 2 of the Fourth Amendment to the Merger Agreement, dated as of the date hereof, (y) Parent fails to deliver all of the Qualifying Additional Financing Documents to the Company on or before 5:00 p.m. Central Time on April 26, 2024, or (z) the Merger Agreement is terminated by (1) the Company pursuant to Section 8.1(d)(iii) of the Merger Agreement or (2) either the Company or Parent pursuant to any of the other terms Section 8.1 of the Merger Agreement under circumstances where the Company would have been entitled to terminate the Merger Agreement pursuant to Section 8.1(d)(iii) of the Merger Agreement (the amounts set forth in the foregoing clauses (i) and (ii), collectively, the “Maximum Amount”); provided, further, that if an Obligation is paid to the Company in accordance with the Merger Agreement, then upon payment of such Obligation to the Company in its entirety in cash in United States dollars, Guarantor’s guarantee of such Obligation shall be deemed satisfied in full with immediate effect (the Obligations, as qualified by the limitations set forth in this Limited Guarantee, the “Guaranteed Obligations”, and Guarantor’s guarantee to satisfy the Guaranteed Obligations, the “Guarantee”). All cash payments hereunder shall be made in lawful money of the United States and, to the extent required by the Merger Agreement, in immediately available funds. In no event shall Guarantor be obligated hereunder to pay more make any payment other than the Maximum Amount under or in respect of the Guaranteed Obligations and any payment or reimbursement contemplated by Section 1(b), and under no circumstances shall the aggregate, cumulative amount of Guarantor’s liability under this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, all payments made and contingent liabilities to make future payments) ever exceed, with respect to the Guaranteed Party's equity holdersObligations, Affiliates and/or subsidiariesthe Maximum Amount, as may be reduced by the Reduction Amount (as defined below) relating to(it being understood that amounts payable pursuant to Section 1(b) shall not count in any respect towards the Maximum Amount). The Company acknowledges and agrees that (A) this Limited Guarantee may only be enforced up to the Maximum Amount and that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, arising out in each case, in respect of the Guaranteed Obligations and (B) in no event shall the Guarantor be required to pay any amount to the Company under, in respect of, or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)and therein. (cb) The Notwithstanding anything in this Limited Guarantee to the contrary, if Guarantor agrees fails to promptly pay on demand any amount due pursuant to Section 1(a), Guarantor shall pay to the Company all reasonable and documented out-of-pocket fees, costs and expenses of enforcement (including reasonable and documented attorney’s fees as well as reasonable and documented expenses incurred in connection with any such action), together with interest on such amount or such portion thereof at the prime lending rate as published in the Wall Street Journal, in effect on the date such payment is required to be made. For the avoidance of counseldoubt, any amounts, including accrued interest thereon, payable pursuant to this Section 1(b) incurred shall be without duplication of any amounts, including accrued interest thereon, paid pursuant to Section 8.3(e) of the Merger Agreement or any Obligations set forth in Section 1(a). (c) Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 1(g), the Company hereby agrees that to the extent that Parent is relieved of all or any portion of the Obligations either by the satisfaction or discharge thereof or pursuant to any written agreement with the Company (any amount so relieved, the “Reduction Amount”), Guarantor’s Guarantee of the Guaranteed Party Obligations shall be reduced on a dollar-for-dollar basis by an amount equal to such Reduction Amount. (d) This Limited Guarantee is a guarantee of payment, not collection, and is in no way conditioned upon any requirement that the Company first attempt to collect any amounts from Parent or resort to any security or other means of collecting payments. Without limiting the foregoing, the Company shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligation hereunder. (e) Subject to Section 1(c) and Section 4, the liability of Guarantor under this Limited Guarantee is absolute, unconditional and irrevocable and continuing in accordance with the terms hereof irrespective of (i) any modification, amendment or waiver of or any consent to departure from the Merger Agreement, to the extent agreed in writing by Parent, (ii) any change in the organizational existence, structure or ownership of Parent or Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Parent or Guarantor or affecting any of the assets of any of the foregoing, (iii) any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Guaranteed Obligations, any liability incurred directly or indirectly in respect thereof, (iv) the existence of any claim, set-off or other right that Guarantor may have at any time against Parent, whether in connection with the enforcement Guaranteed Obligations or otherwise, (v) any action or inaction on the part of its rights hereunder and under the Merger AgreementCompany, including, without limitation, the absence of any attempt to assert any claim or demand against Parent or to collect the Guaranteed Obligations therefrom, in each case except as contemplated by the proviso set forth in Section 4, (vi) the adequacy of any other means the Company may have of obtaining payment of the Guaranteed Obligations, or (vii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or the obligations under Section 1(b) or otherwise interested in the transactions contemplated by the Merger Agreement. (f) Subject to the Maximum Amount, to the fullest extent permitted by Law, Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company; provided, however, for the avoidance of doubt, that under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the transactions contemplated by the Merger Agreement and any money damages (including, without limitation, all or any portion of any money damages payable in lieu of specific performance or the Closing Failure Fee). Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligations and notice of or proof of reliance by the Company upon this Limited Guarantee or acceptance of this Limited Guarantee. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent or Guarantor, on the one hand, and the Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing rights and remedies hereunder against Guarantor, the Company shall be under no obligation to pursue such rights and remedies the Company may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Company of any right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Company. In the event the Company pursues any rights and remedies it may have any against Parent or any other Person with respect to the Guaranteed Obligations and the Company receives payments from such Persons (not including, for the avoidance of doubt, any payments from the Guarantor) that, in the aggregate, exceed $15,000,000 (such amount in excess of $15,000,000, the “Excess Amount”), the Company shall, as promptly as practicable, return to Guarantor an amount equal to the Excess Amount; provided, however, that under no circumstances shall the Company be obligated to return to Guarantor an amount greater than (i) the Excess Amount under the terms of this Limited Guarantee or any other agreement between the Company and Guarantor, taken collectively and (ii) the amount of Guaranteed Obligations actually paid by Guarantor asserts to the Company pursuant to the terms of this Limited Guarantee. (g) In the event that any payment, or portion thereof, to the Company in respect of any of the Guaranteed Obligations is rescinded and/or returned to Guarantor or Parent for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment, or applicable portion thereof, had not been made. This Limited Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against Guarantor or Parent for liquidation or reorganization, should any of Guarantor or Parent make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any or a significant portion of Guarantor’s or Parent’s assets and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any of the Guaranteed Obligations, or any part thereof, is, rescinded whether as a “voidable preference”, “fraudulent conveyance,” or otherwise, as though such payment or performance had not been made. (h) Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding the foregoing or any other provision of this Limited Guarantee to the contrary (other than Section 1(g)), Guarantor retains and may assert, as a defense to, or release or discharge of, any payment or performance by Guarantor under this Limited Guarantee, any and all claims, set-offs, deductions, defenses or releases that may be available to Parent with respect to the Merger Agreement or to Guarantor with respect to this Limited Guarantee and/or that the Guaranteed Obligations have already been satisfied or performed, except for any defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Parent, the legal power or authority of Parent to enter into the Merger Agreement and perform its obligations thereunder, or the lack of enforceability of the obligations of Parent under the Merger Agreement. Guarantor acknowledges that he will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Guarantor hereby covenants and agrees that he shall not institute any Litigation asserting or assert as a defense in any arbitrationLitigation, litigation and shall cause his Affiliates not to institute any Litigation asserting or other proceeding assert as a defense in any Litigation, (i) a Prohibited Defense (as defined below) or (ii) that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation terms. (i) Guarantor hereby irrevocably agrees not to exercise any rights that he may now have or hereafter acquire against Parent or any other proceeding, or (ii) the Guarantor fails or refuses to make any payment Person liable with respect to the Guaranteed Party hereunder when due Obligations that arise from the existence, payment, performance or enforcement of the Guaranteed Obligations, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and payable and it is determined judicially any right to participate in any claim or remedy of the Company against Parent or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or such other Person, directly or indirectly, in cash or other property or by arbitration set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that the Guarantor is required to make such payment hereunder. (dmay be payable under Section 1(b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kindshall have been paid in full. If any amount shall be paid to Guarantor in violation of the Parent Parties fail immediately preceding sentence at any time prior to pay the payment in full in cash in United States dollars of the Guaranteed Obligations and any other amounts that may be payable under Section 1(b), such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of Guarantor and shall forthwith be paid or cause delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be paid credited and applied to the Guaranteed Obligation as Obligations and when due and any other amounts that may be payable pursuant to under Section 8.2(c) 1(b), in accordance with the terms of the Merger AgreementAgreement and herewith, whether matured or unmatured, or to be held as applicable, then the Guarantor's liabilities to collateral for the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and Obligations or other amounts payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee thereafter arising.

Limited Guarantee. (a) To induce Subject to the Guaranteed Party terms and conditions in this Limited Guarantee, Guarantor, intending to enter into the Merger Agreementbe legally bound, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, subject solely in the event that (i) Parent delivers Qualifying Additional Financing Documents to the Company as contemplated by Section 8.1(d)(v) of the Merger Agreement and (ii) the Merger Agreement is terminated by (A) the Company pursuant to Section 8.1(d)(iii) or Section 8.1(d)(vi) of the Merger Agreement or (2) either the Company or Parent pursuant to any of the other terms and conditions hereofSection 8.1 of the Merger Agreement under circumstances where the Company would have been entitled to terminate the Merger Agreement pursuant to Section 8.1(d)(iii) or Section 8.1(d)(vi) of the Merger Agreement, the due and punctual payment of all of Parent’s and performance when due Merger Sub’s obligations to make any payment of 1.24% of any kind under the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) terms of the Merger Agreement, in cash, if, as and (ii) when due and payable in accordance with the payment obligations of the Parent Parties pursuant to Section 6.6 terms of the Merger AgreementAgreement (such obligations, subject to the limitations in the following provisos, the “Obligations” and each, an “Obligation”); provided provided, however, that, notwithstanding anything to the contrary set forth in this Limited Guarantee, but subject to Section 1(g), it is explicitly acknowledged and agreed that the maximum (x) Guarantor’s aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor with respect to all Obligations shall in no event exceed $4,000,000 (the “Maximum Amount”) and (y) Guarantor shall not be liable for any Obligation if such Obligation shall become payable primarily as a direct result of the failure of the Preferred Stock Transactions to be consummated by the Insider Stockholders, Lion Point Master, LP and each of their respective Affiliates that directly or indirectly hold any shares of Common Stock or Preferred Stock (which, for the avoidance of doubt, shall not include AI Partners Asset Management Co., Ltd., Meritz or any of their respective Affiliates) as contemplated by the Merger Agreement, the Contribution Agreement and the Purchase Agreement, it being understood that, for purposes of this clause (y), if such Preferred Stock Transactions are not consummated due, in whole or in part, to Parent and Merger Sub’s failure to obtain all or any portion of the Debt Financing or the Additional Financing, then this clause (y) shall not qualify and shall otherwise have no effect on the Obligations for purposes of this Limited Guarantee; provided, further, that if an Obligation is paid to the Company in accordance with the Merger Agreement, then upon payment of such Obligation to the Company in its entirety in cash in United States dollars, Guarantor’s guarantee of such Obligation shall be deemed satisfied in full with immediate effect (the Obligations, as qualified by the limitations set forth in this Limited Guarantee, the “Guaranteed Obligations”, and Guarantor’s guarantee to satisfy the Guaranteed Obligations, the “Guarantee”). All cash payments hereunder shall be made in lawful money of the United States and, to the extent required by the Merger Agreement, in immediately available funds. In no event shall Guarantor be obligated hereunder to pay more make any payment other than the Maximum Amount under or in respect of the Guaranteed Obligations and any payment or reimbursement contemplated by Section 1(b), and under no circumstances shall the aggregate, cumulative amount of Guarantor’s liability under this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, all payments made and contingent liabilities to make future payments) ever exceed, with respect to the Guaranteed Party's equity holdersObligations, Affiliates and/or subsidiariesthe Maximum Amount, as may be reduced by the Reduction Amount (as defined below) relating to(it being understood that amounts payable pursuant to Section 1(b) shall not count in any respect towards the Maximum Amount). The Company acknowledges and agrees that (A) this Limited Guarantee may only be enforced up to the Maximum Amount and that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, arising out in each case, in respect of the Guaranteed Obligations and (B) in no event shall the Guarantor be required to pay any amount to the Company under, in respect of, or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) transactions contemplated hereby or thereby other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)and therein. (cb) The Notwithstanding anything in this Limited Guarantee to the contrary, if Guarantor agrees fails to promptly pay on demand any amount due pursuant to Section 1(a), Guarantor shall pay to the Company all reasonable and documented out-of-pocket fees, costs and expenses of enforcement (including reasonable and documented attorney’s fees as well as reasonable and documented expenses incurred in connection with any such action), together with interest on such amount or such portion thereof at the prime lending rate as published in the Wall Street Journal, in effect on the date such payment is required to be made. For the avoidance of counseldoubt, any amounts, including accrued interest thereon, payable pursuant to this Section 1(b) incurred shall be without duplication of any amounts, including accrued interest thereon, paid pursuant to Section 8.3(e) of the Merger Agreement or any Obligations set forth in Section 1(a). (c) Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 1(g), the Company hereby agrees that to the extent that Parent is relieved of all or any portion of the Obligations either by the satisfaction or discharge thereof or pursuant to any written agreement with the Company (any amount so relieved, the “Reduction Amount”), Guarantor’s Guarantee of the Guaranteed Party Obligations shall be reduced on a dollar-for-dollar basis by an amount equal to such Reduction Amount. (d) This Limited Guarantee is a guarantee of payment, not collection, and is in no way conditioned upon any requirement that the Company first attempt to collect any amounts from Parent or resort to any security or other means of collecting payments. Without limiting the foregoing, the Company shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligation hereunder. (e) Subject to Section 1(c) and Section 4, the liability of Guarantor under this Limited Guarantee is absolute, unconditional and irrevocable and continuing in accordance with the terms hereof irrespective of (i) any modification, amendment or waiver of or any consent to departure from the Merger Agreement, to the extent agreed in writing by Parent, (ii) any change in the organizational existence, structure or ownership of Parent or Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Parent or Guarantor or affecting any of the assets of any of the foregoing, (iii) any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Guaranteed Obligations, any liability incurred directly or indirectly in respect thereof, (iv) the existence of any claim, set-off or other right that Guarantor may have at any time against Parent, whether in connection with the enforcement Guaranteed Obligations or otherwise, (v) any action or inaction on the part of its rights hereunder and under the Merger AgreementCompany, including, without limitation, the absence of any attempt to assert any claim or demand against Parent or to collect the Guaranteed Obligations therefrom, in each case except as contemplated by the proviso set forth in Section 4, (vi) the adequacy of any other means the Company may have of obtaining payment of the Guaranteed Obligations, or (vii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or the obligations under Section 1(b) or otherwise interested in the transactions contemplated by the Merger Agreement. (f) Subject to the Maximum Amount, to the fullest extent permitted by Law, Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company; provided, however, for the avoidance of doubt, that under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in the consummation of the transactions contemplated by the Merger Agreement and any money damages (including, without limitation, all or any portion of any money damages payable in lieu of specific performance or the Closing Failure Fee). Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligations and notice of or proof of reliance by the Company upon this Limited Guarantee or acceptance of this Limited Guarantee. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent or Guarantor, on the one hand, and the Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing rights and remedies hereunder against Guarantor, the Company shall be under no obligation to pursue such rights and remedies the Company may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Company of any right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Company. (g) In the event that any payment, or portion thereof, to the Company in respect of any of the Guaranteed Obligations is rescinded and/or returned to Guarantor or Parent for any reason whatsoever, Guarantor shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment, or applicable portion thereof, had not been made. This Limited Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against Guarantor or Parent for liquidation or reorganization, should any of Guarantor or Parent make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any or a significant portion of Guarantor’s or Parent’s assets and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any of the Guaranteed Obligations, or any part thereof, is, rescinded whether as a “voidable preference”, “fraudulent conveyance,” or otherwise, as though such payment or performance had not been made. (h) Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding the foregoing or any other provision of this Limited Guarantee to the contrary (other than Section 1(g)), Guarantor retains and may assert, as a defense to, or release or discharge of, any payment or performance by Guarantor under this Limited Guarantee, any and all claims, set-offs, deductions, defenses or releases that may be available to Parent with respect to the Merger Agreement or to Guarantor with respect to this Limited Guarantee and/or that the Guaranteed Obligations have already been satisfied or performed, except for any defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Parent, the legal power or authority of Parent to enter into the Merger Agreement and perform its obligations thereunder, or the lack of enforceability of the obligations of Parent under the Merger Agreement. Guarantor acknowledges that he will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Guarantor hereby covenants and agrees that he shall not institute any Litigation asserting or assert as a defense in any Litigation, and shall cause his Affiliates not to institute any Litigation asserting or assert as a defense in any Litigation, (i) the Guarantor asserts in any arbitration, litigation a Prohibited Defense (as defined below) or other proceeding (ii) that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation terms. (i) Guarantor hereby irrevocably agrees not to exercise any rights that he may now have or hereafter acquire against Parent or any other proceeding, or (ii) the Guarantor fails or refuses to make any payment Person liable with respect to the Guaranteed Party hereunder when due Obligations that arise from the existence, payment, performance or enforcement of the Guaranteed Obligations, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and payable and it is determined judicially any right to participate in any claim or remedy of the Company against Parent or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or such other Person, directly or indirectly, in cash or other property or by arbitration set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations and any other amounts that the Guarantor is required to make such payment hereunder. (dmay be payable under Section 1(b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kindshall have been paid in full. If any amount shall be paid to Guarantor in violation of the Parent Parties fail immediately preceding sentence at any time prior to pay the payment in full in cash in United States dollars of the Guaranteed Obligations and any other amounts that may be payable under Section 1(b), such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of Guarantor and shall forthwith be paid or cause delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be paid credited and applied to the Guaranteed Obligation as Obligations and when due and any other amounts that may be payable pursuant to under Section 8.2(c) 1(b), in accordance with the terms of the Merger AgreementAgreement and herewith, whether matured or unmatured, or to be held as applicable, then the Guarantor's liabilities to collateral for the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and Obligations or other amounts payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee thereafter arising.

Limited Guarantee. (a) To induce As consideration for the Guaranteed Party to enter entering into the Merger Agreement, the each Guarantor hereby absolutelyguarantees, irrevocably severally and unconditionally guarantees not jointly, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% each of the Parent Parties' obligation (the "Guaranteed Obligation") Parent’s obligations to pay to the Guaranteed Party (i) deposit (or cause to be deposited) with the Parent Termination Fee if Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration as set forth in Section 2.4(a) of the Merger Agreement and when required the holders of the canceled Company SARs all amounts payable pursuant to Section 8.2(c2.2 of the Merger Agreement; (ii) pay Manager, on behalf of the Company, the change of control fee and the termination fee specified in Sections 5.1(b)(2) and 10.2(b), respectively, of the Management Agreement; (iii) pay the amounts that Parent is obligated to pay the Company or its Subsidiaries or their respective Representatives pursuant to Sections 5.18(e) and 5.18(f) of the Merger Agreement, ; and (iiiv) pay the payment obligations of the fees and expenses that Parent Parties is obligated to pay pursuant to Section 6.6 7.3 of the Merger Agreement (such amounts set forth in clauses (i) to (iv), as applicable, the “Guaranteed Obligation”), in each case, on the terms and subject to the conditions set forth in, the Merger Agreement, the BBAM Agreement, and this Limited Guarantee, in an amount equal to the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto with respect to the Guaranteed Obligation, as applicable (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto with respect to the Guaranteed Obligation, as applicable, such Guarantor’s “Pro Rata Percentage”); provided provided, that the maximum aggregate liability of the each Guarantor hereunder shall not exceed US$ 5,573,361 such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantors hereunder shall not exceed $575,000,000 or such lesser amount sufficient to satisfy the obligations set forth in clause (i) through (iv) of this Section 1 of this Limited Guarantee (such amount referred to herein as the "“Maximum Aggregate Amount"”). . Notwithstanding anything herein to the contrary, the Guaranteed Party acknowledges and agrees, on behalf of itself and its Related Persons (bas defined below), that (x) this Limited Guarantee may not be enforced without giving full and absolute effect to the provisions of this Limited Guarantee limiting the Guarantors’ liability to the Maximum Aggregate Amount and limiting each Guarantor’s liability to such Guarantor’s Maximum Guarantor Amount and (y) the Guaranteed Party acknowledges and agrees that it will not, directly or indirectly, seek to enforce this Limited Guarantee in violation thereof. The Guaranteed Party hereby hereby, on behalf of itself and its Related Persons, acknowledges and agrees that (aA) the Guarantor Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount under or in respect of this Guarantee (and (b) the that no Guarantor shall not have any obligation or liability be required to pay to any Person (includingor Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, without limitationin respect of, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection herewith or therewith, or the Equity Commitment Letter transactions contemplated hereby or thereby (as defined belowor the termination or abandonment thereof), and (B) no Guarantor shall have any obligation or liability to any Person under this Limited Guarantee, the Merger Agreement or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or in herein. In addition, the Equity Commitment Letter or the Escrow Agreement Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (as defined in the Equity Commitment Letter). (ca) The no Guarantor agrees shall be required hereunder to pay on (1) more than such Guarantor’s Pro Rata Percentage of the Maximum Aggregate Amount or (2) any amounts required to be paid by any other Guarantor hereunder and (b) no demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party shall be made, directly or indirectly, on any Guarantor hereunder unless demand is also made on each other Guarantor in accordance with their respective Pro Rata Percentages of the Guaranteed Obligation in accordance with the terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, or any other document or instrument delivered in connection with herewith or therewith or otherwise, the enforcement Guaranteed Party hereby agrees, on behalf of itself and its Related Persons, that to the extent Parent is actually relieved of all or any portion of its rights hereunder and payment or performance obligations under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially by satisfaction or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option’s written waiver thereof or otherwise, and so long as the Parent Parties remain in breach Guarantors shall be similarly relieved, only to such extent, of its Guaranteed Obligation, take any and all actions available hereunder or their respective obligations under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of April 26, 2011 (the “Merger Agreement”), among Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”), Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), and the Guaranteed Party, the Guarantor hereby hereby, absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment payment, observance, performance and performance when due discharge of 1.24% two-thirds (2/3rds) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the Parent Termination Fee if Fee, subject to the limitations set forth in the Merger Agreement (including Section 7.3 thereof) and (ii) Parent’s obligation to pay the Company’s costs and expenses, if, as and when required due pursuant to Section 8.2(c7.2(d) of the Merger Agreement, subject to the limitations set forth in the Merger Agreement (the obligations set forth in the preceding clause (ii) are referred to herein as the “Company Litigation Expenses” and the obligations set forth in the preceding clauses (i) and (ii) are referred to herein, collectively, as the payment “Obligations”); provided that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed the sum of (a) with respect to any payment, observance, performance or discharge pursuant to clause (i) above, $38,733,333 (the “Base Cap”) and (b) with respect to any payment, observance, performance or discharge of any obligations pursuant to clause (ii) above, two-thirds (2/3rds) of the Company Litigation Expenses, if any, it being understood and agreed that if the Parent Parties pursuant Termination Fee is paid prior to any Action referred to in Section 6.6 7.2(d) of the Merger Agreement; provided that Agreement being commenced, then the maximum aggregate liability under clause (ii) above shall be Zero Dollars ($0) (the amounts set forth in the preceding clauses (a) and (b), in the aggregate, the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap (including the Base Cap). The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap), regardless of whether action is brought against Parent, Merger Sub or any other guarantor pursuant to any limited guarantee dated as of the date hereof to be entered between the Guaranteed Party and such other guarantor (each such other guarantor, an “Other Guarantor”) or whether Parent or Merger Sub or any Other Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) is joined in any such action or actions. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty or any other Person under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each capitalized term or other term used and not defined herein or in the Equity Commitment Letter or the Escrow Agreement (as but defined in the Equity Commitment Letter). (c) The Guarantor agrees Merger Agreement shall have the meaning ascribed to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party it in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderexcept as otherwise provided. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment and performance when due of 1.24% by Parent to the Company of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) Applicable Percentage of the Parent Termination Fee if on the terms and when required subject to the conditions set forth in Section 8.5(c) of the Merger Agreement (the “Parent Termination Fee Obligations”) and the Applicable Percentage of any expense reimbursement and indemnification obligations of Parent and Merger Sub to the Company pursuant to Section 8.2(c) Sections 6.14 and 6.19 of the Merger Agreement, and (iithe first sentence of Section 8.5(e) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger AgreementAgreement and Section 8.5(c) of the Merger Agreement (the “Expense Obligations,” and, together with the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided that the Company and the Guarantor agree that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 an aggregate amount equal to (a) the "Maximum Amount"). Applicable Percentage of the Expense Obligations, less (b) The Guaranteed Party hereby agrees the Applicable Percentage of the amount of any Expense Obligations actually previously satisfied by Parent or Merger Sub (such aggregate amount, the “Maximum Amount”), and that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of pursuant to this Guarantee and Limited Guarantee. “Applicable Percentage” means 67.2614%. (b) If Parent and Merger Sub fail or refuse to pay any of the Guaranteed Obligations, the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreementimmediately pay, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees cause to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreementbe paid, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder amounts free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If All payments hereunder shall be made in lawful money of the United States in immediately available funds. Except in each case as provided in Section 2(c) below, the Guarantor’s obligations under this Limited Guarantee are in no way conditioned upon any requirement that the Company proceed or otherwise attempt to collect first or at any time or in any manner against Parent Parties fail or Merger Sub or any other Person interested in the transaction contemplated by the Merger Agreement before proceeding or otherwise attempting to pay collect against Guarantor hereunder, or cause to be paid otherwise exhaust any or all of the Company’s rights against Parent, Merger Sub or any other Person now or hereafter liable for any of the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) Obligations. In furtherance of the Merger Agreementforegoing and except in each case as provided in Section 2(c) below, as applicableGuarantor acknowledges and agrees that (a) the Company may, then the Guarantor's liabilities to the Guaranteed Party hereunder in its sole discretion, bring and prosecute a separate action or actions against Guarantor in respect of such Guaranteed Obligation shall become immediately due the payment and payable and performance of the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor Obligations (subject to the Maximum Amount Amount), regardless of whether an action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions, and (b) the Company shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment hereunder is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder as applicableif such payment had not been made.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Quantum Bloom Group Ltd (“Parent”) and Quantum Bloom Company Ltd (“Merger Sub”), pursuant to which, Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger Agreementand a wholly-owned Subsidiary of Parent, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, Party the due and punctual payment payment, observance, performance and performance when due discharge of 1.2424.51% (the “Guaranteed Percentage”) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the Parent Termination Fee owed by Parent to the Company, if and when required due, pursuant to Section 8.2(c8.06(b) of the Merger Agreement, and (ii) the Expenses owed by Parent to the Company, if and when due, pursuant to Section 8.06(c) of the Merger Agreement, (iii) costs and expenses in connection with the collection of the Parent Termination Fee or any Expenses owed by Parent to the Company or any amounts required to be paid, if and when due, pursuant to Section 8.06(f) of the Merger Agreement, (iv) the payment obligations of the Parent Parties pursuant to Section 6.6 6.07(e) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations of Parent described in clauses (i) through (iv), collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided provided, that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed the amount of $63,431,372.55 less 24.51% of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Guarantor hereunder shall not exceed US$ 5,573,361 Obligations (the "Maximum Amount"“Cap”). (b) . The parties agree that this Limited Guarantee may not be enforced without giving effect to the proviso to the immediately preceding sentence, including the Cap, and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to limitations described herein, regardless of whether an action is brought against any other person (including Parent, Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under to any person under, in respect of, or in respect connection with this Limited Guarantee, an amount in excess of this Guarantee the Cap, and (b) that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) or the Merger Agreement or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter Letter. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Parent has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Parent or Merger Sub on behalf of the Escrow Agreement Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the Equity Commitment Lettersubject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees. (b) All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid any or all of the Obligations as and when due pursuant to Section 8.06(b), Section 8.06(c), Section 8.06(f), and Section 6.07(e) of the Merger Agreement, as applicable and subject to the other relevant terms and limitations of the Merger Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of such Obligation, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantor, subject to limitations described herein (including the Cap). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the each Guarantor hereby absolutely, irrevocably and unconditionally severally guarantees (as primary obligor and not merely as a surety) to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment and performance when due of 1.24% of the by Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Company of its Pro Rata Share of (i) the Parent Termination Fee if on the terms and when required pursuant subject to the conditions set forth in Section 8.2(c7.3(c) of the Merger Agreement, Agreement (the “Parent Termination Fee Obligations”) and (ii) all of the payment liabilities and obligations of Parent or Merger Sub under the Parent Parties Merger Agreement (including any reimbursement or indemnification obligations pursuant to Section 6.6 5.14(c), Section 5.14(d) and Section 7.3(k) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (the “Other Obligations” and, together with the Parent Termination Fee Obligations, the “Guaranteed Obligations”). The Company and the Guarantors agree that in no event shall (a) the individual liability of any Guarantor hereunder exceed such Guarantor’s Pro Rata Share of the Merger Agreement; provided that Guaranteed Obligations, (b) the maximum aggregate liability of the Guarantors hereunder exceed the Parent Liability Limitation, (c) any Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement and the transactions contemplated thereby or any other circumstance, or the Equity Commitment Letter (except as defined below) other than as expressly explicitly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined and in the Equity Commitment Letter). , or (cd) The any Guarantor agrees be liable to pay on demand all reasonable the Company or any other Person pursuant to this Limited Guaranty for consequential, punitive, exemplary, multiple, special or similar damages, or for lost profits. “Pro Rata Share” of each of VEP III and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by VEP IV for the Guaranteed Party Obligations hereunder shall mean 18.2% and 81.8%, respectively. Each Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly and in connection with the enforcement of its rights hereunder and under any event within ten (10) business days (as such term is defined in the Merger Agreement), including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with pay its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect Pro Rata Share of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain Obligations in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefull.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Each Guarantor hereby absolutelyunconditionally, absolutely and irrevocably guarantees, jointly and unconditionally guarantees severally, to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due and punctual payment observance, performance and performance when due discharge of 1.24% that portion of the obligations of Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee Fee, if and when required due, pursuant to Section 8.2(c9.4(d) of the Merger Agreement, and (ii) the payment obligations of the any additional amounts that may be payable by Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c9.4(e) of the Merger Agreement, (iii) any reimbursement of expense or indemnification of the Company that Parent may be obligated to provide pursuant to Section 7.9(b) of the Merger Agreement and (iv) any amount that may be payable by Parent or Merger Sub as applicablemonetary damages resulting from fraud (as determined by the final and nonappealable judgment of a court of law) pursuant to Section 9.3(b) of the Merger Agreement (collectively, then and together with any amount payable pursuant to Section 20 of this Limited Guarantee, the Guarantor's “Guaranteed Obligations”). In furtherance of the foregoing, the Guarantors acknowledge that their aggregate liabilities hereunder shall extend to the full amount of the Guaranteed Obligations and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantors for the full amount of the Guaranteed Obligations, regardless of whether action is brought against Parent or any other Person liable with respect to the Guaranteed Party hereunder Obligations or whether Parent or any other Person is joined in any such actions or actions. Notwithstanding anything to the contrary herein, the Guarantors’ sole obligation with respect to the Merger Agreement and this Limited Guarantee is to guarantee the payment when due of such the Guaranteed Obligation shall become immediately due and payable Obligations and the Guaranteed Party may at any time and from time to time, at aggregate liability of the Guarantors under this Limited Guarantee shall not exceed the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableObligations.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof, entered into concurrently herewith by and among the Guaranteed Party, JFL-Tiger Acquisition Co., Inc., a Delaware corporation (“Parent”), and JFL-Tiger Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”) (as may be amended, restated, supplemented, modified or assigned from time to time in accordance with the terms thereof, the “Merger Agreement”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and subject to the conditions set forth herein, (i) the full and timely performance by Xxxxxx and Merger Sub of all of their respective obligations expressly set forth in Article 6 of the Merger Agreement to be performed at or prior to the Closing, (ii) the financial obligations of Parent and Merger Sub pursuant to the Merger Agreement, including the expense reimbursement obligations pursuant to Sections 6.16(d), 8.02(g) and 9.09(d) of the Merger Agreement (the “Expense Reimbursement Obligations”), in each case to the extent owed, subject to the limitations on liability set forth in the Merger Agreement, (iii) the punctual payment, if and when due pursuant to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Expense Reimbursement Obligations and the Parent Parties Termination Fee pursuant to Section 6.6 8.02(d) of the Merger Agreement; provided Agreement and (iv) any monetary damages resulting from any actual fraud, intentional or willful breach of Parent or Merger Sub payable by Parent or Merger Sub in accordance with 8.02(a) of the Merger Agreement (collectively, all of the foregoing, the “Obligations”), provided, that in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and exceed the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor Obligations Cap. If Parent fails or refuses to make any payment to discharge the Guaranteed Party hereunder Obligations when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicablepayable, then the Guarantor's ’s liabilities to the Guaranteed Party hereunder in respect of any such overdue and unpaid Obligations shall, at the Guaranteed Obligation shall Party’s option, become immediately due and payable payable, and the Guaranteed Party may at any time and from time to timetime thereafter, at the Guaranteed Party's option’s option and in its sole discretion, and so long as the Parent Parties remain in breach of its Guaranteed Obligationhas failed or refuses to perform such unpaid Obligations, take any and all actions available hereunder or and under applicable Applicable Law to collect the Guaranteed Obligation from Guarantor’s liabilities hereunder in respect of such overdue and unpaid Obligations, including bringing and prosecuting a separate Proceeding against the Guarantor for the amount of any such unpaid Obligations (subject to the Maximum Amount Obligations Cap and any defenses available to Parent or Merger Sub under the Merger Agreement), regardless of whether such Proceeding is brought against Parent, or whether Parent is joined in any such Proceeding. Subject to the terms and conditions set forth herein, including any defenses the Guarantor (or Parent or Merger Sub) may have, the Guarantor shall, upon the written request of the Guaranteed Party, promptly pay any unpaid Obligations in full. All payments hereunder shall be made in cash by wire transfer of immediately available funds. (b) The Guarantor acknowledges and agrees that: (i) the Guarantor, in its capacity as applicablea party to an Equity Commitment Letter (the “JFL Equity Commitment Letter”) and separate and apart from its rights and obligations as Guarantor under this Limited Guarantee, is delivering the JFL Equity Commitment Letter to Parent, and the Guaranteed Party is relying on the obligations and commitments of the Guarantor under the JFL Equity Commitment Letter in connection with the Guaranteed Party’s decision to enter into the Merger Agreement and consummate the Transactions; (ii) the provisions set forth in Section 8.02 of the Merger Agreement and this Limited Guarantee shall not be construed to diminish or otherwise impair the Guaranteed Party’s right to specific enforcement (I) to cause Parent and Merger Sub to cause, or to directly cause, the Guarantor, to fund, directly or indirectly, the Cash Equity under the JFL Equity Commitment Letter to the extent it is required to do so under the terms thereof or to cause the parties to the other Equity Commitment Letters to fund, directly or indirectly, their respective commitments thereunder to the extent such other parties are required to do so under the terms thereof, and in each case subject to the terms and conditions in the Merger Agreement or (II) to cause Parent and Merger Sub to consummate the Transactions to the extent the Guaranteed Party has the right to do so under the Merger Agreement; and (iii) the right of specific performance under the Equity Commitment Letters and Section 9.09 of the Merger Agreement is an integral part of the Transactions and without those rights, the Guaranteed Party would not have entered into the Merger Agreement. For the avoidance of doubt, nothing in this Limited Guarantee shall limit or otherwise affect the Guaranteed Party’s right to specific performance as provided in Section 9.09 of the Merger Agreement, provided, while the Guaranteed Party may pursue both a grant of specific performance and payment of the Parent Termination Fee, in no event shall the Guaranteed Party be permitted or entitled to receive both (1) a grant of specific performance to require Parent and Merger Sub to effect the Closing or to cause the Equity Financing to be funded, on the one hand, and (2) payment of the Parent Termination Fee or other monetary damages, on the other hand. (c) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. If the Guaranteed Party is prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the Obligations from Parent or Merger Sub by reason of any automatic stay or otherwise, the Guaranteed Party shall be entitled to receive from the Guarantor, upon demand therefor, the sums that otherwise would have been due had such demand or acceleration occurred. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by and the Guarantor hereby waives any defense upon or arising out of any of the following: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Person interested in the Transactions or to pursue any other remedy in the Guaranteed Party’s power whatsoever and the Guarantor waives the right to have the proceeds of property of Parent or Merger Sub or any other Person interested in the Transactions liable on the Obligations first applied to the discharge of the Obligations; (ii) any change in the time, place, manner or terms of payment or performance, or any change or extension of the time of payment or performance, of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or the Equity Commitment Letters or any other Transaction Document made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of any entity or other Person interested in the Transactions made in accordance with the terms thereof; (iv) any change in the existence, structure or ownership of Parent, Merger Sub or any other Person interested in the Transactions; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person interested in the Transactions or any of their respective assets; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent, Merger Sub, the Guaranteed Party, their respective Affiliates or any other Person interested in the Transactions, whether in connection with the Obligations or otherwise (other than defenses that are available to Parent or Merger Sub under the Merger Agreement or the Guarantor under its Equity Commitment Letter); (vii) the adequacy or potential inadequacy of any means the Guaranteed Party may have of obtaining payment related to the Obligations; (viii) the value, genuineness, regularity, illegality or enforceability of the Merger Agreement, the Equity Commitment Letters, or any other Transaction Document or agreement or instrument referred to herein or therein, including this Limited Guarantee affecting Parent or Merger Sub or any other Person interested in the Transactions or any of its or their respective assets (other than defenses that are available to (A) Parent or Merger Sub under the Merger Agreement and (B) the Guarantor for a breach by the Guaranteed Party of Section 6 of this Limited Guarantee);

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, guarantees to the Guaranteed PartyCompany, subject up to the terms and conditions hereofMaximum Amount, the due and punctual payment and performance when due obligations of 1.24% Parent and Merger Sub and the Merger Agreement (the “Obligations”); provided that, notwithstanding anything to the contrary contained herein, it is explicitly acknowledged and agreed that (A) in the event that all conditions in Sections 6.1 and 6.3 of the Parent Parties' obligation Merger Agreement (the "Guaranteed Obligation") to pay other than those not satisfied primarily due to the Guaranteed Party failure of Parent or Merger Sub to have performed their respective obligations under the Merger Agreement) have been satisfied (ior with respect to certificates to be delivered at the Closing, are capable of being satisfied upon the Closing) or waived (to the extent waivable by Parent) at the time when the Closing would have occurred but for the failure of the Equity Financing to be funded or the failure of any conditions in Section 6.2 of the Merger Agreement to have been satisfied, then upon the funding of the Equity Financing, the Guarantor’s guarantee of the Obligations will be deemed satisfied; and (B) if the Company exercises its right to terminate the Merger Agreement pursuant to Section 7.1(c)(i) of the Merger Agreement and receive the Parent Termination Fee, then, upon the payment of the Parent Termination Fee if to the Company, the Guarantor’s guarantee of the Obligations will be deemed to be satisfied (the relevant Obligations, as qualified by the limitations set forth in clauses (A) and when required pursuant to Section 8.2(c(B) of this provision, the Merger Agreement, “Applicable Obligations”). The parties understand and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided agree that the maximum aggregate liability of the Guarantor in respect of any and all Obligations hereunder shall not exceed US$ 5,573,361 $113,800,000 (the "“Maximum Amount"”). (b) The Guaranteed Party hereby , and the Company agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. This Limited Guarantee is illegal, invalid an unconditional guarantee of payment and not of collectibility and is in no way conditioned upon any requirement that the Company first attempt to collect any amounts in respect of the Obligations from Parent or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation Merger Sub or resort to any security or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) means of collecting payments. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If kind (other than defenses to the payment of the Obligations that are available to Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of Merger Sub under the Merger Agreement), except as applicableprovided in Section 1(b) below. If Parent or Merger Sub is in breach of its Obligations, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party Company may at any time and from time to time, at the Guaranteed Party's Company’s option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder under the Merger Agreement (subject to the limitations set forth in the Merger Agreement) or under applicable Law to collect enforce its rights thereunder and to enforce its rights under this Limited Guarantee. Subject to and in furtherance of the Guaranteed Obligation from foregoing, the Guarantor subject acknowledges and agrees that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor to enforce its rights under this Limited Guarantee. (b) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that to the extent Parent and Merger Sub are relieved of all or any portion of the Obligations by the satisfaction thereof or pursuant to any written agreement with the Company entered into prior to the Closing (any amount so relieved, the “Reduction Amount”), the Maximum Amount as applicableshall be reduced by an amount equal to the Reduction Amount.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor each Guarantor, intending to be legally bound, hereby absolutely, irrevocably unconditionally and unconditionally irrevocably, severally and jointly, guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the terms and conditions hereofherein, the due and punctual payment payment, performance and performance when due discharge of 1.24% its respective percentage as set forth opposite to its name in Annex A (for each such Guarantor, the “Guaranteed Percentage”) of the obligations of Parent Parties' obligation (the "Guaranteed Obligation") or Merger Sub, to pay to the Guaranteed Party (ia) the Parent Termination Fee if and when required pursuant to Section 8.2(c8.06(b) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 Agreement (the "Maximum Amount"). (b“Parent Fee Obligations”) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the costs, expenses and interests payable pursuant to Section 6.14(c) and Section 8.06(c) of the Merger Agreement (the “Expense Obligations,” and together with the Parent Fee Obligations, the “Guaranteed Obligations”) as and when due, provided that in no event shall the Guarantors’ aggregate liability under this Limited Guarantee exceed US$6 million (the “Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. Each Guarantor shall not have make all payments hereunder free and clear of any obligation deduction, offset, defense, claim or liability to counterclaim of any Person kind. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee. (includinga) If Parent or Merger Sub is in breach of the Guaranteed Obligations, without limitation, then all of the Guarantors’ liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, at the Guarantee Party's equity holders’s option, Affiliates and/or subsidiaries) relating tobecome immediately due and payable and the Guaranteed Party may at any time and , arising out from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Guaranteed Obligations (subject to the Maximum Amount). In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the full amount of the Guaranteed Obligations (subject to the Maximum Amount), regardless of whether any action is brought against Parent, Merger Sub or any other Guarantors, or whether Parent, Merger Sub or any other Guarantors is joined in connection with any action or actions. Notwithstanding anything herein to the contrary, the Guaranteed Party agrees and acknowledges that this Limited Guarantee, Guarantee may not be enforced without giving full and absolute effect to the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) Maximum Amount. The Guarantor agrees Guarantors agree to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts Guarantors assert in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails Guarantors fail or refuses refuse to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderpayable. (db) The Guarantor promises parties hereto acknowledge and undertakes to make all payments hereunder free and clear of agree that irreparable damage would occur in the event that any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party hereunder shall be entitled to an injunction, specific performance and other equitable relief against any Guarantor to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in respect addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such Guaranteed Obligation shall become immediately due injunction, specific performance and payable and other equitable relief on the basis that (i) the Guaranteed Party may has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any time and from time to timereason at law or in equity (collectively, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable“Prohibited Defenses”).

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among Cheers Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), GSMG Ltd., an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the due and punctual payment and performance when due Maximum Amount (as defined below), [Percentage of 1.24% Parent’sObligation] of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c9.2(b)(iv) of the Merger Agreement, Agreement and (iib) the payment obligations of the Parent Parties to pay any amounts pursuant to Section 6.6 9.2(d) of the Merger AgreementAgreement (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 [Maximum Amount] (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (aA) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (bB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's ’s equity holders, Affiliates and/or subsidiariesand Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter (as defined belowLetter”) other than as expressly set forth herein or in the Equity Commitment Letter or Letter. This Limited Guarantee may be enforced for the Escrow Agreement (as defined payment of money only. All payments hereunder shall be made in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party United States dollars in connection immediately available funds. Concurrently with the enforcement delivery of its rights hereunder and under this Limited Guarantee, the Merger Agreement, including, without limitation, in the event that parties set forth on Schedule A (ieach an “Other Guarantor”) the Guarantor asserts in any arbitration, litigation or other proceeding that are also entering into a limited guarantee substantially identical to this Limited Guarantee is illegal(each, invalid or unenforceable in accordance an “Other Guarantee”) with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.241.11% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 US$5,016,025 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.242.23% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 10,032,050 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of February 9, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SB/RH Holdings, Inc., a Delaware corporation (“Parent”), Battery Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Battery Merger Sub”), Grill Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“RH Merger Sub”), the Guaranteed Party, and Xxxxxxx Xxxxx, Inc., a Delaware corporation (“RH”), pursuant to which, subject to the terms and conditions therein, among other things, Battery Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving as the surviving corporation and as a direct wholly-owned Subsidiary of Parent, or the restructured transaction contemplated by Section 6.20 of the Merger Agreement, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due and punctual payment and performance payment, when due of 1.24% due, of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter Obligations (as defined below) other than as expressly set forth herein or to the extent that any default is made by RH in the Equity Commitment Letter or payment thereof. For purposes of this Limited Guarantee, “Obligations” means the Escrow obligations of RH, if any, to pay (a) the Reverse Termination Fee following termination of the Merger Agreement pursuant to Section 8.3(b) of the Merger Agreement and (b) monetary damages payable by RH following termination of the Merger Agreement to the extent awarded to the Guaranteed Party pursuant to a final, non-appealable Order rendered against RH by a court of competent jurisdiction in connection with any “willful and material breach” (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) 8.2 of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among Resistance Acquisition, Inc., a Delaware corporation (“Parent”), Resistance Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party continuing as the Surviving Corporation (such merger and the other transactions contemplated by the Merger Agreement, the Guarantor “Transaction”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay obligations of Parent, with respect to the Guaranteed Party payment of (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c7.5(f) of the Merger Agreement and (ii) Parent’s reimbursement and indemnity obligations pursuant to, and to the extent set forth in, Section 5.20(e) of the Merger Agreement, if and (ii) the when such payment obligations of the Parent Parties pursuant to Section 6.6 of obligation becomes payable under the Merger AgreementAgreement (collectively, the “Obligation”); provided that that, notwithstanding anything to the maximum contrary contained in this Limited Guarantee, (A) in no event shall the aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed US$ 5,573,361 $9,250,000 (collectively, the "Maximum Amount"). (b“Cap”) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (bB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding agrees that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) may not be enforced against the Guarantor fails or refuses to make any payment without giving effect to the Guaranteed Party hereunder when due Cap (and payable to the provisions of Sections 8 and it is determined judicially or by arbitration that 9 hereof). This Limited Guarantee may be enforced for the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all of money only. All payments hereunder free and clear shall be made in lawful money of any deductionthe United States, offset, defense, claim or counterclaim of any kindin immediately available funds. If Each capitalized term used but not defined herein shall have the Parent Parties fail meaning ascribed to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of it in the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due due, complete and punctual payment payment, observance, performance and performance when due discharge of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required Expense Amount pursuant to Section 8.2(c8.2(d) of the Merger Agreement or the Reverse Termination Fees pursuant to Section 8.2(g) or Section 8.2(h) of the Merger Agreement, and ; (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee all costs and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorney’s fees and expenses of counselexpenses) reasonably incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder under Section 6.12, Section 8.2(d), Section 8.2(g), Section 8.2(h) and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) 9.11 of the Merger Agreement, together with any Recovery Costs payable pursuant to Section 8.2(j), and any interest constituting Recovery Costs; (iii) the payment obligations of Parent pursuant to Section 6.12 of the Merger Agreement; and (iv) the damages owed to the Company in connection with any Deliberate Financing Breach (as applicabledefined in the Merger Agreement), then or any knowing material breach or deliberate material breach (each as defined in the Guarantor's liabilities Merger Agreement) of the covenants in the Merger Agreement by Top Parent, Parent, BBX Intermediate or Merger Sub, in each case if and when due in accordance with and subject to the terms of the Merger Agreement (the foregoing clauses (i), (ii), (iii), and (iv), the “Guaranteed Obligations”); provided, that (A) the maximum aggregate amount payable by, and liability of, the Guarantor in respect of the foregoing Guaranteed Obligations shall not exceed TWENTY-FIVE MILLION dollars ($25,000,000) (the “Cap”), and (B) the Guarantor will not be required to pay the Expense Amount or a Reverse Termination Fee pursuant to Section 8.2(d), Section 8.2(g) or Section 8.2(h), respectively, of the Merger Agreement prior to the second (2nd) Business Day following the delivery of a notice of termination of the Merger Agreement pursuant to which the Expense Amount or a Reverse Termination Fee, respectively, is payable. The Guaranteed Party hereby agrees that in no event shall (x) the Guarantor be required to pay any amount in excess of the Cap under or in respect of this Limited Guarantee, and (y) the Guarantor have any obligation or liability to any Person under, in respect of, or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below), the Merger Agreement, the Debt Commitment Letter or the transactions contemplated hereby and thereby other than as expressly set forth in this Limited Guarantee or in the Equity Commitment Letter and except in the case of actual fraud. Any amounts actually paid to the Guaranteed Party hereunder by or on behalf of Top Parent, Parent, BBX Intermediate or Merger Sub with respect to the Guaranteed Obligations in respect accordance with the Merger Agreement shall be credited against the Cap. All payments under this Limited Guarantee shall be made in lawful money of such Guaranteed Obligation shall become the United States, in immediately due and payable available funds. The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and the Guaranteed Party may at any time and from time will not seek to time, at enforce this Limited Guaranty for an amount in excess of the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableCap.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Amber Shining Investment Limited, an exempted company with limited liability incorporated under the Guarantor Laws of the Cayman Islands (“Parent”), Power Rich Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), each of the Guarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject severally and not jointly, as a primary obligor and not merely as surety to the terms and conditions hereofGuaranteed Party, the due and punctual payment and performance when due of 1.24% such percentage, as set forth opposite such Guarantor’s name on Schedule A hereto (such percentage, with respect to such Guarantor being such Guarantor’s “Guaranteed Percentage”), of all of the payment obligations of Parent Parties' obligation (and Merger Sub under the "Guaranteed Obligation") to pay to the Guaranteed Party Merger Agreement in respect of (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c9.03(b) of the Merger Agreement and (ii) reasonable and documented indemnification, reimbursement and expense obligations of Parent under Section 7.15 of the Merger Agreement, if, as and when such obligations become payable and due in accordance with the terms thereof (ii) the as such payment obligations of may be modified, amended, waived or terminated in accordance with the Parent Parties pursuant to Section 6.6 terms of the Merger Agreement, the “Guaranteed Obligations”); provided that in no event, other than as expressly set forth in Section 1(c), shall the maximum Guarantors’ aggregate liability of the Guarantor hereunder shall not liabilities under this Limited Guarantee exceed US$ 5,573,361 US$2,000,000 (the "Maximum Amount"“Cap”). , it being understood that this Limited Guarantee may not be enforced against the Guarantors without giving effect to the Cap (b) and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party hereby agrees that (a) the Guarantor shall that, other than as expressly set forth in Section 1(c), in no event shall the Guarantors be required to pay more than the Maximum Amount under any Person under, in respect of, or in connection with, this Limited Guarantee an amount in excess of the Cap or, with respect to each Guarantor, an amount in excess of this Guarantee and such amount as set forth opposite such Guarantor’s name on Schedule A hereto (b) such amount, with respect to such Guarantor being such Guarantor’s “Guaranteed Amount”). The Guaranteed Party acknowledges that the Guarantor Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantors acknowledge that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement partly in reliance upon the execution of this Limited Guarantee. (b) Each Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then then all of the Guarantors’ liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall become immediately due and payable and each Guarantor shall, on the Equity Commitment Letter Guaranteed Party’s demand, forthwith pay to the Guaranteed Party such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (up to such Guarantor’s Guaranteed Amount), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Escrow Agreement (as defined Guaranteed Obligations, take any and all actions available hereunder or under applicable Law to collect such Guarantor’s liabilities hereunder in respect of its Guaranteed Percentage of the Equity Commitment Letter)Guaranteed Obligations, subject to such Guarantor’s Guaranteed Amount. (c) The Each Guarantor agrees agrees, severally but not jointly, to pay on demand its Guaranteed Percentage of all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts Guarantors assert in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails Guarantors fail or refuses refuse to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is Guarantors are required to make such payment hereunder, which obligations will be in addition to the Guaranteed Obligations and not subject to the Cap or the Guaranteed Amount set forth in Section 1(a). (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) In furtherance of the Merger Agreementforegoing, as applicable, then the Guarantor's liabilities to each Guarantor acknowledges that the Guaranteed Party hereunder may, in respect its sole discretion, bring and prosecute a separate action or actions against such Guarantor for the full amount of such Guarantor’s Guaranteed Obligation shall become immediately due and payable and Percentage of the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor Obligations (subject to the Maximum Amount as applicablesuch Guarantor’s Guaranteed Amount), regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' Parent’s obligation (the "“Guaranteed Obligation"Obligations”) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c8.06(b) of the Merger Agreement, Agreement and (ii) the payment obligations of the Parent Parties and/or Merger Sub pursuant to Section 6.6 6.08 and Section 8.06(c) of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder Guarantors hereunder, individually or in the aggregate, shall not exceed US$ 5,573,361 an amount equal to US$29 million (the "“Maximum Amount"”). (b) The Guaranteed Party hereby agrees that (a) the Guarantor Guarantors, individually or in the aggregate, shall in no event be required to pay more than the Maximum Amount under or in respect of this the Guarantee Obligations and (b) neither of the Guarantor Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's ’s equity holders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)herein. (c) The Guarantor agrees Guarantors, jointly and severally, agree to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, which amounts, if paid, will be in addition to the Guaranteed Obligations, including, without limitation, in the event that (i) the any Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails Guarantors fail or refuses refuse to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is Guarantors are required to make such payment hereunder. (d) The Guarantor promises Guarantors, jointly and undertakes severally, promise and undertake to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail fails to pay or cause to be paid the Guaranteed Obligation Obligations as and when due and payable pursuant to Section 8.2(c) of the Merger Agreementdue, as applicable, then all of the Guarantor's Guarantors’ liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain remains in breach of its Guaranteed ObligationObligations, take any and all actions available hereunder or under applicable Law Laws to collect the Guaranteed Obligation Obligations from the Guarantor Guarantors subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment payment, performance and performance when due of 1.24% discharge of the Parent Parties' Guaranteed Percentage of Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and (ii) the payment obligations of the Parent Parties as required pursuant to Section 6.6 8.2(d) of the Merger AgreementAgreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The , and the Guaranteed Party hereby agrees that (ai) the Guarantor shall in no event be required to pay more than the Maximum Amount under or under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (biii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiariesParty Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Support Agreement, the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to and subject to the term of which the Guarantor has agreed to make certain equity contribution to Parent (the “Equity Commitment Letter Letter”, together with the other equity commitment letters between Biomedical Future Limited and CC China (2019B) L.P., respectively, and Parent, collectively, the “Equity Commitment Letters”), or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, (x) each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than as expressly for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party and (y) CPEChina Fund III, L.P., a limited partnership incorporated under the laws of Cayman Islands (“CPE”) is entering into a letter agreement with the Guarantor, committing to purchase or cause to be purchased certain equity interests of the Guarantor in cash in an amount set forth herein therein which commitment will be used by the Guarantor for purpose of funding its obligations hereunder. For purposes of this Limited Guarantee, “Guaranteed Percentage” shall mean 14.22%, and “Maximum Amount” shall mean (A) US$9,906,707, less (B) the amount equal to the product of (I) any amount actually paid by or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees on behalf of Parent to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with respect of the enforcement of its rights hereunder and under the Merger AgreementObligations, including, without limitation, in the event that multiplied by (iII) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderPercentage. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among Capitalhold Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Capitalcorp Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject as a primary obligor and not merely as surety to the terms and conditions hereofCompany, the due and punctual payment payment, observance, performance and performance when due discharge of 1.2425.1% (the “Guaranteed Percentage”) of all of the obligations, covenants and agreements of Parent Parties' obligation and Merger Sub under the Merger Agreement strictly in accordance with the terms thereof (as such obligations, covenants and agreements may be modified, amended, waived or terminated in accordance with the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) terms of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement“Guaranteed Obligations”); provided that in no event shall the maximum Guarantor’s aggregate liability liabilities under this Limited Guarantee exceed US$117,271,481.00 (the “Cap”), it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party acknowledges that in the event that Parent has satisfied a portion but not all of the Guaranteed Obligations, payment of the Guaranteed Percentage of the unsatisfied Guaranteed Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall not exceed US$ 5,573,361 be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each an “Other Guarantor”) are also entering into limited guaranties substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the "Maximum Amount")Guaranteed Party. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guarantee. (b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the Guaranteed Party’s demand, forthwith pay to the Guaranteed Party hereby agrees that the Guaranteed Obligations (a) up to the Guarantor shall in no event be required Cap), and the Guaranteed Party may at any time and from time to pay more than time, at the Maximum Amount Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder or under or applicable Law to collect the Guarantor’s liabilities hereunder in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (includingsuch Guaranteed Obligations, without limitation, subject to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)Cap. (c) In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any Other Guarantor or whether Parent, Merger Sub or any Other Guarantor is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.241.8% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $207,400 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and CBMG Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, as primary obligor and not merely as surety, the due and punctual observance, performance, discharge and payment and performance when due of 1.244.76% (the “Guaranteed Percentage”) of the obligations of Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party each of (i) the Parent Termination Fee to the Company when and only if and when required the Parent Termination Fee becomes payable pursuant to Section 8.2(c9.5(c) of the Merger Agreement and (ii) any related amounts pursuant to Section 9.5(d) of the Merger Agreement, if, when and as due (the amounts in this clause (i) and (ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the Parent Parties pursuant to Section 6.6 “Obligations”, and the Guaranteed Percentage of the Merger AgreementObligations, the “Guaranteed Obligations”); provided provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $1,190,476.19 less the Guaranteed Percentage of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Guarantor hereunder shall not exceed US$ 5,573,361 Obligations (the "Maximum Amount"“Cap”). (b) . The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty or any other Person under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter Other Guarantees (as defined below) ), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the Equity Commitment Letter United States, in immediately available funds. Each capitalized term or the Escrow Agreement (as other term used and not defined herein but defined in the Equity Commitment Letter). (c) The Guarantor agrees Merger Agreement shall have the meaning ascribed to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party it in connection with the enforcement of its rights hereunder and under the Merger Agreement, includingexcept as otherwise provided herein. Concurrently with, without limitationor prior to, in the event that delivery of this Limited Guarantee, the parties set forth on Schedule A (ieach, an “Other Guarantor”) the Guarantor asserts in any arbitrationare also entering, litigation or other proceeding that have also entered, into limited guarantees substantially identical to this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreementeach, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and be amended from time to time, at an “Other Guarantee”) with the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of November 6, 2018 (as may be amended from time to time, the “Merger Agreement”), by and among PVKG Intermediate Holdings Inc., a Delaware corporation (“Parent”), PVKG Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”) and the Company, pursuant to which, upon the terms and conditions set forth therein, Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation as a wholly owned Subsidiary of Parent (the “Merger”), each Guarantor hereby absolutely, irrevocably unconditionally and unconditionally irrevocably, severally, and not jointly, guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment payment, observance, performance and performance when due discharge by Parent and Purchaser of 1.24% such Guarantor’s percentage (as set forth opposite such Guarantor’s name on Schedule A hereto) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") and Purchaser with respect to pay to the Guaranteed Party (i) the Parent Termination Fee Fee, (ii) the costs, expenses and interest (if and when required pursuant any) referred to in Section 8.2(c8.3(d) of the Merger Agreement, in each case, as provided by Sections 8.3(b) and 8.3(d) and (iiiii) the payment obligations fees, costs and expenses as provided in the last sentence of the Parent Parties pursuant to Section 6.6 6.13(b) of the Merger Agreement; provided that , subject, in each case in clauses (i), (ii) and (iii), to the maximum aggregate liability limitations set forth in Sections 8.3(c), 8.3(d), 8.3(e) and 9.11 of the Guarantor hereunder Merger Agreement (as applicable) (clauses (ii) and (iii), collectively, the “Costs” and, collectively with clause (i), the “Obligations”); provided, that in no event shall any Guarantor’s liability under this Limited Guarantee exceed such Guarantor’s percentage (as set forth opposite such Guarantor’s name on Schedule A hereto) of the sum of (A) an aggregate amount of $107,000,000 plus (B) the Costs, which Costs shall in no event exceed $10,000,000 in the aggregate (clauses (A) and (B), collectively, the “Cap”). The parties hereto agree that this Limited Guarantee may not exceed US$ 5,573,361 be enforced without giving effect to the Cap. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantors for the full amount of the Obligations (subject to the "Maximum Amount"). (bCap) upon the terms and subject to the conditions herein and in the Merger Agreement, regardless of whether such action is brought against Parent, Purchaser or any other Person or whether Parent, Purchaser or any other Person is joined in any such action or actions. The Guaranteed Party hereby acknowledges and agrees that (a) the Guarantor shall in no event shall any Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty or any other Person under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter)herein. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees (as primary obligor and not merely as a surety) to the Guaranteed Party, subject to the terms and conditions hereof, Company the due and punctual payment and performance when due of 1.24% of the by Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Company of (i) the Parent Reverse Termination Fee if on the terms and when required pursuant subject to the conditions set forth in Section 8.2(c8.3(c) of the Merger Agreement, Agreement (the “Reverse Termination Fee Obligations”) and (ii) all of the payment liabilities and obligations of Parent or Merger Sub under the Parent Parties Merger Agreement (including any reimbursement or indemnification obligations pursuant to Section 6.6 of 6.11(b) and Section 8.3(g) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (the “Other Obligations” and, together with the Reverse Termination Fee Obligations, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement; provided , the Equity Funding Letter or any other agreement contemplated hereby or thereby, the Company and the Guarantor agree that in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees Parent Liability Limitation, and that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount Parent Liability Limitation under or in respect of this Guarantee and (b) the Guarantor shall not Limited Guarantee, or otherwise have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guaranteethe Merger Agreement and the transactions contemplated thereby or any other circumstance. The Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly and in any event within ten (10) business days (as such term is defined in the Merger Agreement), or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain Obligations in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablefull.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the due and punctual payment and performance when due of 1.24Maximum Amount (as defined below), 45.6522% of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c9.2(b)(iii) of the Merger Agreement, Agreement and (iib) the payment obligations of the Parent Parties to pay any amounts pursuant to Section 6.6 9.2(d) of the Merger AgreementAgreement (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $9,769,565.22 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (aA) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (bB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesand Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in the Equity Commitment Letter or the Escrow Agreement (as defined United States dollars in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection immediately available funds. Concurrently with the enforcement delivery of its rights hereunder and under this Limited Guarantee, the Merger Agreement, including, without limitation, in the event that parties set forth on Schedule A (ieach an “Other Guarantor”) the Guarantor asserts in any arbitration, litigation or other proceeding that are also entering into limited guaranties substantially identical to this Limited Guarantee is illegal(each, invalid or unenforceable in accordance an “Other Guarantee”) with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce As an inducement to, and consideration for the Guaranteed Party to enter entering into the Merger Agreement, the each Guarantor hereby absolutelyguarantees, irrevocably severally and unconditionally guarantees not jointly, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% each of (but never more than any one of) a portion of Parent’s obligation following the valid termination of the Parent Parties' obligation (the "Guaranteed Obligation") Merger Agreement to pay to the Guaranteed Party (x) (i) the Parent Termination Fee if Fee, if, when, and when required as due, pursuant to Section 8.2(c7.6(d) of the Merger AgreementAgreement (the “Reverse Termination Fee”), and (ii) the payment obligations of the Parent Parties amounts, if, when, and as due, pursuant to Section 6.6 7.6(h) of the Merger AgreementAgreement (subject in all circumstances to a maximum aggregate amount of $1,500,000, the “Enforcement Expenses”), and (iii) the amounts, if, when, and as due pursuant to Section 5.11 of the Merger Agreement (the “Financing Indemnity”) or (y) all amounts payable (and solely to the extent payable pursuant to a final and non-appealable order of a court of competent jurisdiction) as damages, if any, as a result of fraud by Parent, Outerwall Merger Sub or Redbox Merger Sub on or before the Closing under and in accordance with Section 7.5(b) of the Merger Agreement (subject in all circumstances to a maximum aggregate amount of $53,700,000, the “Damages Obligation”) (the Reverse Termination Fee, the Enforcement Expenses, the Financing Indemnity or the Damages Obligation, as applicable, the “Guaranteed Obligation”), in each case, on the terms and subject to the conditions set forth in, the Merger Agreement and this Limited Guarantee, in an amount equal to the percentage of the Maximum Aggregate Amount set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable, such Guarantor’s “Pro Rata Percentage”); provided provided, that the maximum aggregate liability Liability of the each Guarantor hereunder shall not exceed US$ 5,573,361 such Guarantor’s Maximum Guarantor Amount and the maximum aggregate Liability of the Guarantors hereunder shall not exceed $53,700,000 (such amount referred to herein as the "“Maximum Aggregate Amount"”). . Notwithstanding anything herein to the contrary, the Guaranteed Party agrees and acknowledges, on behalf of itself and its Related Persons (bas defined in Section 3(b) of this Limited Guarantee), that (A) this Limited Guarantee may not be enforced without giving full and absolute effect to the provisions of this Limited Guarantee limiting the Guarantors’ Liability to the Maximum Aggregate Amount and limiting each Guarantor’s Liability to such Guarantor’s Maximum Guarantor Amount and (B) the Guaranteed Party acknowledges and agrees that it will not, directly or indirectly, seek to enforce this Limited Guarantee in violation thereof. The Guaranteed Party hereby hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (a1) the Guarantor Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount under or in respect of this Guarantee (and (b) the that no Guarantor shall not have any obligation or liability be required to pay to any Person (includingor Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, without limitationin respect of, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Funding Letter (as defined below) or any other Transaction Document, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), and (2) no Guarantor shall have any Liability to any Person under this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein or in and solely to the Equity Commitment Letter or extent thereof. In addition, the Escrow Agreement Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (as defined in the Equity Commitment Letter). (ca) The no Guarantor agrees shall be required to pay on (y) more than such Guarantor’s Pro Rata Percentage of the Guaranteed Obligation or (z) any amounts required to be paid by any other Guarantor hereunder and (b) no demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party shall be made, directly or indirectly, on any Guarantor unless demand is also made on each other Guarantor in connection accordance with their respective Pro Rata Percentages of the Guaranteed Obligation in accordance with the enforcement terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document or otherwise, the Guaranteed Party hereby agrees, on behalf of itself and its rights hereunder Related Persons, that to the extent Parent, Outerwall Merger Sub and Redbox Merger Sub are relieved of all or any portion of their payment or performance obligations under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation by satisfaction or other proceeding that this Limited Guarantee is illegal, invalid waiver thereof or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at other agreement with the Guaranteed Party's option, and so long as the Parent Parties remain in breach Guarantors shall be similarly relieved, to such extent, of its Guaranteed Obligation, take any and all actions available hereunder or their obligations under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicablethis Limited Guarantee.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date hereof, the “Merger Agreement”), between the Guaranteed Party and Garnet Faith Limited (“Merger Sub”), pursuant to which, Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving company in the Merger, the Guarantors, intending to be legally bound, hereby, jointly and severally, unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment, observance, performance and discharge of 47.6% (the “Guaranteed Percentage”) of the payment obligations of Merger Sub with respect to (a) the Merger Sub Termination Fee owed by Merger Sub to the Company, if and when due, pursuant to Section 8.06(b) of the Merger Agreement, (b) the Guarantor hereby absolutely, irrevocably and unconditionally guarantees Expenses owed by Merger Sub to the Guaranteed PartyCompany, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required due, pursuant to Section 8.2(c8.06(c) of the Merger Agreement, and (iic) costs and expenses in connection with the payment obligations collection of the Parent Parties Merger Sub Termination Fee owed by Merger Sub to the Company, if and when due, pursuant to Section 6.6 8.06(f) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations of Merger Sub described in clauses (a) through (c), collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided provided, that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantors’ maximum aggregate liability under this Limited Guarantee exceed the amount of US$68,585,808.80 less 47.6% of any amount actually paid by or on behalf of Merger Sub to the Guaranteed Party in respect of the Guarantor hereunder shall not exceed US$ 5,573,361 Obligations (the "Maximum Amount"“Cap”). (b) . The parties agree that this Limited Guarantee may not be enforced without giving effect to the proviso to the immediately preceding sentence, including the Cap, and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to the Cap and the other limitations described herein, regardless of whether an action is brought against any other person (including Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that (a) the Guarantor shall in no event shall the Guarantors be required to pay more than the Maximum Amount under to any person under, in respect of, or in respect connection with this Limited Guarantee, an amount in excess of this Guarantee and (b) the Cap, that the payment by the Guarantor of the Guaranteed Percentage of the Obligations (subject to the Cap) is the sole and exclusive remedy of the Guaranteed Party against the Guarantor in the event the Obligations become due and payable, and that the Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below), the Support Agreements, the Merger Agreement, or any other Transaction Agreement (as defined below) (whether or not any Guarantor is a party thereto), or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein (including the Retained Claims) or in the Equity Commitment Letter or the Escrow Support Agreement to which any Guarantor is a party. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Merger Sub has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in full in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantors (or by any other person, including Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantors’ obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially similar to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, the Other Guarantees, the Equity Commitment Letters (as defined below) and the Support Agreements, and except as has been furnished to any Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the Equity Commitment Lettersubject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees. (b) All payments made by the Guarantors pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Merger Sub fails to pay or cause to be paid any or all of the Obligations as and when due pursuant to Section 8.06 of the Merger Agreement, as applicable and subject to the other relevant terms and limitations of the Merger Agreement, then the Guarantors’ liabilities to the Guaranteed Party hereunder in respect of such Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Merger Sub remains in breach of such Obligation, take any and all actions available hereunder or under applicable Law to collect the Obligations from any Guarantor, subject to limitations described herein (including the Cap). Notwithstanding anything in this Agreement to the contrary, but, for the avoidance of doubt, without prejudice to any right to specific performance the Guaranteed Party may have under any Transaction Agreement, in no event shall the Guaranteed Party be entitled to claim, seek or collect money damages from the Guarantor under this Limited Guarantee or any other Transaction Agreement in connection with a Retained Claim involving an aggregate amount payable (inclusive of the Guarantor’s payment of the Guaranteed Percentage of the Obligations) that would exceed the Cap. (c) The Guarantor agrees Guarantors hereby jointly and severally agree to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the any Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the any Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the any Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees guarantees, severally and not jointly, to the Guaranteed Party, on the terms and subject to the terms and conditions hereofexpressly set forth herein, the due and punctual payment and performance when due of 1.24% Parent’s payment obligation of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (ix) the Parent Termination Fee if and when required pursuant to (y) the Guaranteed Party’s Expenses as provided in Section 8.2(c8.3(d)(ii) of the Merger AgreementAgreement in an amount not to exceed $1,000,000 (collectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with and, in all cases, on the terms and (ii) subject to the payment obligations of the Parent Parties pursuant to Section 6.6 of conditions set forth in, the Merger Agreement; provided provided, however, that each such Guarantor’s obligation to pay the Guaranteed Obligations shall be limited to an amount equal to the percentage of the Maximum Aggregate Amount set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”); and, further provided, that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of all of the Guarantor Guarantors hereunder shall not exceed US$ 5,573,361 $6,000,000 (“Maximum Aggregate Amount”), and it being further understood that this Limited Guarantee may not be enforced without giving full and absolute effect to the "Maximum Aggregate Amount and each Maximum Guarantor Amount"). (b) . The Guaranteed Party hereby agrees that (a) the Guarantor Guarantors shall in no event be required to pay to the Guaranteed Party in the aggregate more than the Maximum Aggregate Amount under (and that no Guarantor shall be required to pay to the Guaranteed Party in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, or in respect of of, or in connection with this Limited Guarantee or the Merger Agreement and (b) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with Party under this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or and in the Equity Commitment Letter or (pursuant to and subject to Section 5 thereof and the Escrow Agreement (as defined terms set forth in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder). (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Permal Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) any liabilities for any intentional breach of this Agreement by the Parent Termination Fee if and when required pursuant to Permal Contributor which survives the termination of this Agreement in accordance with Section 8.2(c) of the Merger Agreement, 9.2 and (ii) the payment obligations of the Parent Parties pursuant to Permal Contributor set forth in Section 6.6 2.1(b) and Section 2.3(b) (clauses (i) and (ii) together, the “Permal Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise, and without setoff, counterclaim or defense. Permal Guarantor is liable for the Permal Guaranteed Obligations as a primary obligor. If all or any part of the Merger Agreement; provided Permal Guaranteed Obligations shall not be punctually paid when due, Permal Guarantor shall, without presentment, protest, notice of protest, notice of non-payment or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Permal Guaranteed Obligations. With respect to the Permal Guaranteed Obligations, Permal Guarantor hereby waives (A) promptness and diligence, (B) notice of the incurrence of any Permal Guaranteed Obligation, (C) notice of any actions taken by the EnTrust Contributor or any other Person under any agreement or instrument relating thereto, (D) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Permal Guaranteed Obligations or of the obligations of Permal Guarantor set forth in this Section 2.5(a), the omission of or delay in which, but for this waiver, might constitute grounds for relieving Permal Guarantor of its obligations under this Section 2.5(a) and (E) any requirement that the maximum aggregate liability EnTrust Contributor or any other Person exhaust any right or take any action against any other Person or any collateral. Permal Guarantor’s guaranty set forth in this Section 2.5(a) is a continuing guaranty and shall remain in full force and effect and will be discharged only if and when the Permal Guaranteed Obligations have been paid in full (including making any payment which has been rescinded as a result of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"an insolvency or similar proceeding). (b) The Guaranteed Party EnTrust Guarantor hereby agrees that irrevocably and unconditionally guarantees (ai) any liabilities for any intentional breach of this Agreement by the EnTrust Contributor which survives the termination of this Agreement in accordance with Section 9.2 and (ii) the Guarantor shall in no event be required to pay more than payment obligations of the Maximum Amount under or in respect of this Guarantee EnTrust Contributor set forth at Section 2.3(a) (clauses (i) and (bii) together, the “EnTrust Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise, and without setoff, counterclaim or defense. EnTrust Guarantor is liable for the EnTrust Guaranteed Obligations as a primary obligor. If all or any part of the EnTrust Guaranteed Obligations shall not have any obligation or liability to any Person (includingbe punctually paid when due, EnTrust Guarantor shall, without limitationpresentment, protest, notice of protest, notice of non-payment or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the EnTrust Guaranteed Obligations. With respect to the EnTrust Guaranteed Party's equity holdersObligations, Affiliates and/or subsidiariesEnTrust Guarantor hereby waives (A) relating topromptness and diligence, arising out (B) notice of or in connection with this Limited Guaranteethe incurrence of any EnTrust Guaranteed Obligation, the Merger Agreement, or the Equity Commitment Letter (as defined belowC) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses notice of counsel) incurred any actions taken by the Guaranteed Party Permal Contributor or any other Person under any agreement or instrument relating thereto, (D) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the EnTrust Guaranteed Obligations or of the obligations of EnTrust Guarantor set forth in this Section 2.5(b), the omission of or delay in which, but for this waiver, might constitute grounds for relieving EnTrust Guarantor of its rights hereunder obligations under this Section 2.5(b) and under (E) any requirement that the Merger Agreement, including, without limitation, Permal Contributor or any other Person exhaust any right or take any action against any other Person or any collateral. EnTrust Guarantor’s guaranty set forth in this Section 2.5(b) is a continuing guaranty and shall remain in full force and effect and will be discharged only if and when the event that EnTrust Guaranteed Obligations have been paid in full (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make including making any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially which has been rescinded as a result of an insolvency or by arbitration that the Guarantor is required to make such payment hereundersimilar proceeding). (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of October 28, 2010 (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), by and among the Guaranteed Party, EGI Acquisition Parent, L.L.C., a Delaware limited liability company (“Parent”), and EGI Acquisition, L.L.C., a Delaware limited liability company (“Purchaser”), pursuant to which and subject to the terms and conditions of which the Guaranteed Party will become a wholly owned subsidiary of Parent (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereof, set forth herein the due and punctual payment as and performance when due of 1.24% the payment obligations of the Parent Parties' obligation and Purchaser with respect to any amounts payable by Parent or Purchaser (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c8.03(d) of the Merger AgreementAgreement in respect of the Parent Termination Fee, (b) pursuant to Section 8.03(d) of the Merger Agreement in respect of the reimbursement of Company Expenses, and (iic) the payment obligations of the Parent Parties pursuant to Section 6.6 8.02 of the Merger Agreement; provided Agreement in respect of any Willful Breach (collectively, the “Obligations”), provided, however, that in no event shall the maximum aggregate Guarantor’s liability of the Guarantor hereunder shall not under this Limited Guarantee exceed US$ 5,573,361 $17,254,888.75 (the "Maximum Amount"“Cap”). (b) , it being understood that this Guarantee may not be enforced without giving effect to the Cap. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, the Merger AgreementDebt Commitment Letter, or the Equity Commitment Letter (as defined below) Letter, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein herein. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. If Parent or Purchaser fails to pay the Obligations when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligations shall, at the Equity Commitment Letter Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Escrow Obligations from the Guarantor. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap) regardless of whether any action is brought against Parent or Purchaser. The Guarantor reserves the right to assert defenses or other rights, if any, which Parent or Purchaser may have under the Merger Agreement (as defined in to payment of the Equity Commitment Letter). (c) Obligations. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) if the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and Amounts payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation pursuant to the previous sentence shall become immediately due and payable and the Guaranteed Party may at any time and from time be referred to time, at the Guaranteed Party's option, and so long herein as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable“Reimbursement Obligations”.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation (“Merger Sub”), and the Guaranteed Party, each Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms severally (and conditions hereofnot jointly or jointly and severally), the due and punctual payment observance, performance and performance when due discharge of 1.24its applicable percentage (such percentage for each Guarantor as set forth opposite such Guarantor’s name on Schedule A hereto, its “Maximum Guarantor Percentage”) of 54.00% (the “Pro Rata Share”) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the Parent Termination Fee Payment when and only if and when required the Parent Termination Payment becomes payable pursuant to Section 8.2(c9.3(c) of the Merger Agreement, (ii) the Recovery Costs when and only if the Recovery Costs become payable pursuant to Section 9.3(c) of the Merger Agreement, and (iiiii) any amount that becomes payable by Parent to the payment obligations Guaranteed Party pursuant to any final, binding and non-appealable determination of a court of competent jurisdiction in respect of any claim for monetary damages made by the Guaranteed Party in accordance with, and subject to the limitations in, Sections 9.2 and 9.3 of the Merger Agreement with respect to Parent’s or Merger Sub’s Willful Breach of the Merger Agreement or any fees or expenses that become due and payable by Parent Parties or Merger Sub to the Guaranteed Party pursuant to and in accordance with Section 6.6 7.11 or Section 7.16(d) of the Merger Agreement, prior to the termination of the Merger Agreement, in each case of clauses (i), (ii) and (iii), subject to the limitations on liability contained in Section 10.10(c) of the Merger Agreement and the other conditions and limitations set forth in the Merger Agreement (clauses (i), (ii) and (iii), together, the “Obligation”); provided provided, that the in no event shall each Guarantor’s maximum aggregate liability under this Limited Guarantee exceed such Guarantor’s Maximum Guarantor Percentage of the Guarantor hereunder shall Pro Rata Share of $69,800,000 (such Pro Rata Share, the “Cap”). The parties agree that this Limited Guarantee may not exceed US$ 5,573,361 be enforced without giving effect to the Cap (and to the "Maximum Amount"). (bprovisions of Section 8 and Section 9 hereof) and may be enforced for the payment of money only. The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall any Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of Party or in connection with any other Person under this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein (subject to such Guarantor’s Maximum Guarantor Percentage of the Cap). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee and of the other guarantor (the “Other Guarantor”) under that certain Limited Guarantee of NA-RE Investment Holdings, LLC entered into on the date hereof in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses favor of counsel) incurred by the Guaranteed Party in connection with (the enforcement of its rights hereunder “Other Guarantor Limited Guarantee”) shall be several and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation not joint or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms joint and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment several. Subject to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that terms hereof, including the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to last sentence of Section 3, the Guarantors shall make all payments hereunder free and clear of any deduction, offset, defense, claim deduction or counterclaim offset of any kind. If the Parent Parties fail fails to pay or cause to be paid the Guaranteed discharge its Obligation as and when due and payable pursuant to Section 8.2(c) (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect any of such Guaranteed Obligation shall become immediately due and payable and or operated as a discharge thereof), the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain in breach has failed to perform any of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law in accordance with the terms of this Limited Guarantee to collect enforce the Guaranteed Obligation from obligations of the Guarantor Guarantors hereunder in respect of such Obligation, subject to the Maximum Amount terms of this Limited Guarantee, including the Cap. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as applicableotherwise provided herein.

Limited Guarantee. (ai) To Buyer and [ ],10 to induce the Guaranteed Party Parties to enter into the Merger this Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed PartyD&O Parties, subject as applicable (who shall be third party beneficiaries, and shall be entitled to the protections, of this Section 2.6(a) to the same extent as if such Persons were parties to this Agreement), on the terms and conditions hereofset forth herein, the due and punctual payment and performance when due of 1.24% by or as directed by Buyer of, up to $3,000,000 in the aggregate on behalf of the Parent Parties' obligation D&O Parties for the payment of Responsible Person Taxes solely as follows: in the event (A) any Responsible Person Taxes become due and owing by any D&O Party on or prior to the "Guaranteed Obligation"Surplus Cash Amount Release Date, (B) there is no cash remaining in the Professional Fee Reserve after compliance with the DIP Order or all such remaining cash has been used to pay Taxes due and owing by the Sellers which could give rights to any Responsible Person Taxes, (C) there is no remaining cash in the Guaranteed Party (i) Sellers’ estates after payment of the Parent Termination Fee if and when required fees of the professionals retained pursuant to Section 8.2(c) sections 327 and 1103 of the Merger AgreementBankruptcy Code in the Bankruptcy Cases, and (iiD) the payment obligations of the Parent Parties pursuant applicable D&O Party has exhausted all other third party remedies that may be available to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed such D&O Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee such Responsible Person Taxes (including any rights to indemnification, insurance, reimbursement, credits, rebates or other payments); provided, however, that if any such amount has been assessed, but has not become due and (b) owed because the Guarantor assessment is being contested, or if a dispute remains outstanding with any potential third party payor of such amount, no payment shall not have any obligation be due until such assessment or liability to any Person (including, without limitation, dispute is finally resolved; provided further that the applicable D&O Party shall deliver evidence of each of the foregoing to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out reasonable satisfaction of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, Buyer; provided further that in the event that the D&O Parties seek payment of more than $3,000,000 of Responsible Person Taxes in the aggregate, Buyer shall, in its sole and absolute discretion, determine which Responsible Person Taxes to pay hereunder (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration provided that the Guarantor amount of Responsible Person Taxes paid by Buyer hereunder is required to make such payment hereunder$3,000,000 in the aggregate). (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among Yiche Holding Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Yiche Mergersub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the due and punctual payment and performance when due of 1.24Maximum Amount (as defined below), 20% of the Parent Parties' Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c9.2(b)(iv) or Section 9.2(b)(v) of the Merger Agreement, Agreement and (iib) the payment obligations of the Parent Parties to pay any amounts pursuant to Section 6.6 9.2(d) of the Merger AgreementAgreement (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 US$6,000,000 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (aA) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (bB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesand Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter (as defined belowLetter”) other than as expressly set forth herein or in the Equity Commitment Letter or Letter. This Limited Guarantee may be enforced for the Escrow Agreement (as defined payment of money only. All payments hereunder shall be made in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party United States dollars in connection immediately available funds. Concurrently with the enforcement delivery of its rights hereunder and under this Limited Guarantee, Morespark Limited (the Merger Agreement, including, without limitation, in the event that (i“Other Guarantor”) the Guarantor asserts in any arbitration, litigation or other proceeding that is also entering into a limited guarantee substantially identical to this Limited Guarantee is illegal, invalid or unenforceable in accordance (the “Other Guarantee”) with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date hereof, the “Merger Agreement”), between the Guaranteed Party and Garnet Faith Limited (“Merger Sub”), pursuant to which, Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving company in the Merger, the Guarantor, intending to be legally bound, hereby unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment, observance, performance and discharge of 3.3% (the “Guaranteed Percentage”) of the payment obligations of Merger Sub with respect to (a) the Merger Sub Termination Fee owed by Merger Sub to the Company, if and when due, pursuant to Section 8.06(b) of the Merger Agreement, (b) the Guarantor hereby absolutely, irrevocably and unconditionally guarantees Expenses owed by Merger Sub to the Guaranteed PartyCompany, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required due, pursuant to Section 8.2(c8.06(c) of the Merger Agreement, and (iic) costs and expenses in connection with the payment obligations collection of the Parent Parties Merger Sub Termination Fee owed by Merger Sub to the Company, if and when due, pursuant to Section 6.6 8.06(f) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations of Merger Sub described in clauses (a) through (c), collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided provided, that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed the amount of US$4,688,929.79 less 3.3% of any amount actually paid by or on behalf of Merger Sub to the Guaranteed Party in respect of the Guarantor hereunder shall not exceed US$ 5,573,361 Obligations (the "Maximum Amount"“Cap”). (b) . The parties agree that this Limited Guarantee may not be enforced without giving effect to the proviso to the immediately preceding sentence, including the Cap, and to the provisions of Section 8 and Section 9 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to the Cap and the other limitations described herein, regardless of whether an action is brought against any other person (including Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under to any person under, in respect of, or in respect connection with this Limited Guarantee, an amount in excess of this Guarantee the Cap, that the payment by the Guarantor of the Guaranteed Percentage of the Obligations (subject to the Cap) is the sole and (b) exclusive remedy of the Guaranteed Party against the Guarantor in the event the Obligations become due and payable, and that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below), the Support Agreements, the Merger Agreement, or any other Transaction Agreement (as defined below) (whether or not the Guarantor is a party thereto) or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein (including the Retained Claims) or in the Equity Commitment Letter or in the Escrow Support Agreement to which the Guarantor is a party. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Merger Sub has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in full in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially similar to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees, the Equity Commitment Letters (as defined below) and the Support Agreements, and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the Equity Commitment Lettersubject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees. (b) All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Merger Sub fails to pay or cause to be paid any or all of the Obligations as and when due pursuant to Section 8.06 of the Merger Agreement, as applicable and subject to the other relevant terms and limitations of the Merger Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Merger Sub remains in breach of such Obligation, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantor, subject to limitations described herein (including the Cap). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Checkout Holding Corp., a Delaware corporation (“Parent”), and Checkout Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent Parties”), the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, subject to on the terms and conditions hereofset forth herein, the due due, punctual and punctual complete payment and performance performance, if and when due due, of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) 100% of Parent's payment obligation with respect to the Parent Termination Fee if pursuant to and when required only in accordance with Section 7.3(d) of the Merger Agreement and any additional amounts that may become due pursuant to Section 8.2(c7.3(e) of the Merger Agreement, and (ii) any other obligations of Parent under the Merger Agreement as a result of a breach thereof by Parent or Merger Sub (the payment obligations of referred to above (collectively, the Parent Parties pursuant to Section 6.6 of the Merger Agreement“Obligations”); provided that the maximum aggregate liability amount payable by the Guarantor under this Limited Guarantee (exclusive of the reimbursement of costs and expenses, if applicable, pursuant to and only in accordance with Section 16 hereof (such payment, if and only if required to be paid by Guarantor hereunder in accordance with the terms hereof, the “Prevailing Party Costs”)) shall not exceed US$ 5,573,361 the aggregate of $50,640,000 U.S. Dollars (the "Maximum Amount"“Cap”). (b) The Guaranteed , it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. Except for Prevailing Party Costs, the Company hereby agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay to any Person under, in respect of, or in connection with this Limited Guarantee, more than the Maximum Amount under or in respect of this Guarantee Cap, and (b) the that Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with with, this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred herein. All sums payable by the Guaranteed Party Guarantor hereunder shall be made in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitationimmediately available funds. The Company may, in the event that (i) its sole discretion, bring and prosecute a separate action or actions against the Guarantor asserts in any arbitrationfor the full payment of the Obligations, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment subject to the Guaranteed Cap (plus any Prevailing Party hereunder when due and payable and it Costs), regardless of whether the action is determined judicially brought against one or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear both of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) whether one or both of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain is joined in breach of its Guaranteed Obligation, take any and all actions available hereunder such action or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicableactions.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.248.2% of the Parent Parties' Parent’s payment obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the payment obligations of Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (which shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) the payment reimbursement obligations of the Parent Parties pursuant to Section 6.6 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (x) due to the failure of the condition set forth in Section 7.2(d) of the Merger Agreement or (y) pursuant to Section 8.1(b)(i) of the Merger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 $921,780 (the "“Maximum Amount"”). (b) The , and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders’s equityholders, Affiliates and/or subsidiariesSubsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Equity Commitment Letter (as defined below) ), other than as expressly set forth herein or in the Equity Commitment Letter or Letter. All payments hereunder shall be made in lawful money of the Escrow United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the “Guarantors” as set forth in the Merger Agreement (as defined in the Equity Commitment Letter). each, an “Other Guarantor”) are also entering into limited guarantees (ceach, an “Other Limited Guarantee”) The Guarantor agrees substantially similar to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Superior Technologies Holding Limited (“Parent”), and Superior Technologies Mergersub Limited (“Merger Sub”), pursuant to which, Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving company in the Merger, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms as a primary obligor and conditions hereofnot merely as a surety, the due and punctual payment payment, observance, performance and performance when due of 1.24% discharge of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") with respect to pay to the Guaranteed Party (i) the Parent Termination Fee owed by Parent to the Company, if and when required due, pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties any amounts if and as required pursuant to Section 6.6 8.2(e) of the Merger Agreement, and (iii) any amounts if and as required pursuant to Section 6.11 of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii) collectively, the “Obligations”); provided provided, that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed the amount of US$33,000,000 (the “Cap”). All payments hereunder shall be made in lawful money of the Guarantor hereunder shall United States in immediately available funds. The parties hereto agree that this Limited Guarantee may not exceed US$ 5,573,361 (be enforced without giving effect to the "Maximum Amount"). (b) proviso to the immediately preceding sentence, including the Cap, and to the provisions of Sections 7 and 8 hereof, and that the Guaranteed Party will not seek to enforce this Limited Guarantee for any amount in excess of the Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party hereby may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Obligations, subject to the Cap and the other limitations described herein, regardless of whether an action is brought against any other person (including Parent) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that (a) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under to any Person under, in respect of, or in respect connection with this Limited Guarantee, an amount in excess of this Guarantee the Cap, that the payment by the Guarantor of the Obligations (subject to the Cap) is the sole and (b) exclusive remedy of the Guaranteed Party against the Guarantor in the event any Obligation becomes due and payable, and that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) Party relating to, arising out of or in connection with with, this Limited Guarantee, the Equity Commitment Letter between the Guarantor and Merger Sub dated the date hereof (the “Equity Commitment Letter”; together with equity commitment letter between Skyline Automation Technologies L.P. (the “Other Sponsor”) and Merger Sub (the “Other Equity Commitment Letter”), collectively, the “Equity Commitment Letters”), the Rollover and Support Agreement between Parent and Advanced Technology (Cayman) Limited (the “Support Agreement”), the Merger Agreement (this Limited Guarantee, the Equity Commitment Letters, the Support Agreement, and the Merger Agreement, collectively, the “Transaction Documents”), or any of the Equity Commitment Letter (as defined below) transactions contemplated hereby or thereby, other than as expressly set forth herein (including the Retained Claims) or in the Equity Commitment Letter or the Escrow Agreement (as defined in Merger Agreement, the Equity Commitment LetterLetters or the Support Agreement. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Parent has any unsatisfied payment obligations, payment of the Obligations in full in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other Person) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid any or all of the Obligations as and when due pursuant to the Merger Agreement, as applicable and subject to the other relevant terms and limitations of the Merger Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligation shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of such Obligation, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantor, subject to limitations described herein (including the Cap). (c) . The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, KAR Holdings II, LLC, a limited liability company (“Buyer”), KAR Holdings, Inc, a Delaware corporation and wholly-owned subsidiary of Buyer (“Holdings”) and KAR Acquisition, Inc, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub” and together with Buyer and Holdings, the “Buyer Parties”), the Guarantors, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Company, on the terms and conditions set forth herein, the prompt and complete payment, if and when due of 29.5181% (the “Guaranteed Percentage”) of the obligations of the Buyer Parties pursuant to and in accordance with: (i) Section 8.3(d)(i) of the Merger Agreement with respect to the Buyer Termination Fee; (ii) Section 8.3(d)(ii) of the Merger Agreement with respect to the reimbursement of the Company Transaction Expenses; and (iii) Section 8.3(d)(iii) of the Merger Agreement with respect to the reimbursement of the Company Financing Fees and Expenses and the Credit Facility Fees and Expenses (the Guaranteed Percentage of the payment obligations identified in clauses (i) through (iii) above, are collectively referred to herein as the “Obligations”); provided, that, notwithstanding anything herein to the contrary, in the event that the Guarantors have actually paid the Guaranteed Percentage of the Buyer Termination Fee pursuant to clause (i) above or the Guaranteed Percentage of the Company Transaction Expenses pursuant to clause (ii) above, the Guarantors shall have no payment obligation with respect to the Company Financing Fees and Expenses or the Credit Facility Fees and Expenses referenced in clause (iii) above; and provided, further that the maximum aggregate amount payable by the Guarantors under this Limited Guarantee (exclusive of any amounts required to be paid by the Guarantors pursuant to and in accordance with Section 16 hereof (the “Prevailing Party Costs”)) shall not exceed the aggregate of Eleven Million Eight Hundred Seven Thousand and Two Hundred and Twenty Nine U.S. Dollars (U.S.$ 11,807,229) (the “Cap”); it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap. Except for Prevailing Party Costs, the Company hereby agrees that in no event shall the Guarantors be required to pay to any Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee Cap, and (b) that the Guarantor Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) Guarantee other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.forth

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.242.48% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the US$11,146,723(the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To In order to induce the Guaranteed Party Parent to enter into this Agreement and for other good and valuable consideration, each of the Merger WLES Members hereby irrevocably guarantees, on a joint and several basis, the payment of the obligations of the Seller Agreement Parties contained in this ARTICLE IX (the “Guaranteed Obligations”); it being agreed that without the prior written consent of Parent, the Seller Agreement Parties or the WLES Members shall not have a right to satisfy the Guaranteed Obligations from the Escrow Fund or pursuant to any set-off of any amounts payable under this Agreement, and the Guarantor hereby absolutelyParent Indemnified Parties shall not be required to seek recovery from the Escrow Fund or pursuant to any set-off of any amounts payable under this Agreement prior to seeking recovery from the WLES Members. Parent may, irrevocably and unconditionally guarantees on behalf of the Parent Indemnified Parties, at its sole option, elect to assert a claim against the WLES Members with respect to the Guaranteed PartyObligations concurrently with or following the assertion of a claim against the Seller Agreement Parties; provided, subject to the terms and conditions hereof, the due and punctual payment and performance when due of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event shall the aggregate amount of the WLES Members’ liability under this section exceed the Merger Consideration, and in no event shall the Parent Indemnified Parties be required entitled to pay more any payment hereunder to the extent that such payment would constitute a duplicative payment for the same Losses. In the event the Member is dissolved or is otherwise, for any reason, unable or unwilling to financially satisfy any or all of its indemnification obligations contained in ARTICLE IX, the WLES Members shall, or shall cause their Affiliates with a financial credit and assets equal or greater to than the Maximum Amount Member as of immediately prior to the Closing Date, satisfy such obligations. Any payment by the WLES Members hereunder shall, for all purposes of Section 9.5, be deemed to be a payment by the Seller Agreement Parties in respect of Section 9.2(a). The WLES Members here by acknowledge that the validity of this Section 9.9 shall not be affected or impaired by reason of any amendment, waiver, indulgence, forbearance or other variance by Parent or Merger Sub under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreementany bankruptcy, includinginsolvency, without limitation, in the event that (i) the Guarantor asserts in any arbitration, litigation receivership or other such proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment relating to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderSeller Agreement Parties. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment payment, performance and performance when due of 1.24% discharge of the Parent Parties' Guaranteed Percentage of Parent’s obligation (the "Guaranteed Obligation"a) to pay to the Guaranteed Party (i) the Parent Termination Fee if and when as required pursuant to Section 8.2(c8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and (ii) the payment obligations of the Parent Parties as required pursuant to Section 6.6 8.2(d) of the Merger AgreementAgreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The , and the Guaranteed Party hereby agrees that (ai) the Guarantor shall in no event be required to pay more than the Maximum Amount under or under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (biii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiariesParty Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Equity Commitment Letter Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than as expressly set forth herein for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Guaranteed Percentage” shall mean 4.99%, and “Maximum Amount” shall mean (A) US$3,477,294, less (B) the amount equal to the product of (I) any amount actually paid by or in the Equity Commitment Letter or the Escrow Agreement (as defined in the Equity Commitment Letter). (c) The Guarantor agrees on behalf of Parent to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with respect of the enforcement of its rights hereunder and under the Merger AgreementObligations, including, without limitation, in the event that multiplied by (iII) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunderPercentage. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of October 5, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Razor Holdco Inc., a Delaware corporation (“Parent”), Razor Merger Sub Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), and the Guaranteed Party, pursuant to which Merger Subsidiary will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly-owned subsidiary of Parent, the Guarantor Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject pursuant to the terms and subject to the conditions hereofherein, the due and punctual payment observance, performance and performance when due discharge of 1.24% of the Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party (i) the Parent Termination Fee if and when required pursuant to Section 8.2(c) of the Merger Agreement, and (ii) the payment obligations of Parent to pay when due the Parent Parties pursuant Termination Fee, up to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$ 5,573,361 (the "Maximum Amount"). (b) The Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required an amount equal to pay more than the Maximum Aggregate Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in (such amount, the Equity Commitment Letter or Guarantor’s “Obligations”). In no event shall the Escrow Agreement Guarantor’s Obligations exceed Twenty Five Million Dollars (as defined in $25,000,000) (the Equity Commitment Letter“Maximum Aggregate Amount”). (c) . The Guarantor agrees reserves the right to pay on demand all reasonable and documented out(i) set-of-pocket expenses (including reasonable fees and expenses of counsel) incurred off any amount owed hereunder by the Guarantor against any payment owing by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreement, including, without limitation, in the event that (i) to Parent or the Guarantor asserts in and (ii) assert any arbitration, litigation or other proceeding and all defenses which Parent may have to payment of the Guarantor’s Obligations. The parties agree that this Limited Guarantee is illegal, invalid or unenforceable may not be enforced without giving effect to limitations on the Guarantor’s liability in accordance with the amount of its terms Obligations and the Guaranteed Party prevails Guarantor’s aggregate liability in such arbitration, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kindMaximum Aggregate Amount. If the Parent Parties fail fails to pay or cause to be paid the Guaranteed Obligation as and Obligations when due and payable pursuant to Section 8.2(c) due, then all of the Merger Agreement, as applicable, then the Guarantor's ’s liabilities to the Guaranteed Party hereunder in respect of such Obligations shall, at the Guaranteed Obligation shall Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law law to collect the Guaranteed Obligation Obligations from the Guarantor. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Maximum Amount as applicableAggregate Amount) regardless of whether any action is brought against Parent.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among the Guaranteed Party, Star Parent, L.P., a Delaware limited partnership (“Parent”) and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), the Guarantor Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, subject to on the terms and conditions hereofset forth herein, the due and punctual payment observance, performance and performance when due discharge of 1.2412.86% (the “Pro Rata Share”) of the payment obligations of Parent Parties' obligation (the "Guaranteed Obligation") to pay to the Guaranteed Party Party: (ia) the Parent Termination Fee when and only if and when required the Parent Termination Fee becomes payable pursuant to Section 8.2(c8.5(c) of the Merger Agreement (the “Parent Fee Obligations”), (b) the amounts described in the second sentence of Section 8.5(e)(i) of the Merger Agreement when and only if such amounts become payable pursuant to Section 8.5(e)(i) of the Merger Agreement (the “Enforcement Costs”) and (c) Parent Reimbursement Obligations described in sections 6.11(i), 6.15(f) and 6.16(b) of the Merger Agreement when and only if such obligations become payable pursuant to such sections of the Merger Agreement (the “Expense Obligations” and, together with the Parent Fee Obligations and the Enforcement Costs, collectively, the “Obligations”); provided, however, that in no event shall the Guarantor’s liability for (x) the Parent Fee Obligations and the Expense Obligations, in the aggregate, exceed the Guarantor’s Pro Rata Share of the Parent Termination Fee and (y) the Enforcement Costs, which are payable by Parent pursuant to Section 8.5(e)(i) of the Merger Agreement, in the aggregate, exceed $643,241.55 (such limitation on the liability that the Guarantor may have for the applicable Obligations as described in clause (x) or clause (y), as applicable, being herein referred to as, the “Cap” for such relevant Obligations). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Cap and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap (ii) and giving effect to the provisions of Section 8 and Section 9 hereof). This Limited Guarantee may be enforced for the payment obligations of money only in satisfaction of the Parent Parties pursuant to Section 6.6 of the Merger Agreement; provided that the maximum aggregate liability of Obligations by the Guarantor hereunder shall not exceed US$ 5,573,361 (up to the "Maximum Amount"). (b) Cap. The Guaranteed Party hereby agrees that (ai) the Guarantor shall in no event shall the Guarantor be required to pay more than the Maximum Amount under or in respect of this Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party's equity holdersParty or any other Person under, Affiliates and/or subsidiaries) relating toin respect of, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, or the Equity Commitment Letter (as defined below) Agreement other than as expressly set forth herein or and (ii) in no event shall this Limited Guarantee be enforced by the Guaranteed Party unless each Other Equity Commitment Letter or the Escrow Agreement Investor Limited Guarantee (as defined in the Guarantor’s Equity Commitment Letter). (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred is being concurrently enforced by the Guaranteed Party Party. All payments hereunder shall be made in connection with lawful money of the enforcement of its rights hereunder and under United States, in immediately available funds. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. If Parent fails to discharge all or any portion of the Obligations when due, including, without limitation, then to the extent expressly permitted in the event that (i) Merger Agreement and this Limited Guarantee, the Guarantor asserts in any arbitrationshall, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and on the Guaranteed Party prevails in such arbitrationParty’s demand, litigation or other proceeding, or (ii) the Guarantor fails or refuses to make any payment forthwith pay to the Guaranteed Party hereunder when due the Obligations (subject to the terms and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) conditions of the Merger AgreementLimited Guarantee, as applicableincluding the Cap), then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's ’s option, and so long as the Parent Parties remain in breach of its Guaranteed ObligationGuarantor has failed to perform the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligation from the Guarantor Obligations, subject to the Maximum Amount as applicableCap.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor Guarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment payment, performance and performance when due discharge of 1.243.82% (the “Guaranteed Percentage”) of the Parent Parties' HoldCo’s obligation (the "Guaranteed Obligation"i) to pay to the Guaranteed Party (i) the Parent HoldCo Termination Fee if and when required due pursuant to Section 8.2(c9.3(b) of the Merger Agreement, (ii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iiiii) the payment obligations of the Parent Parties to pay any amounts if and as required pursuant to Section 6.6 7.5(g) of the Merger AgreementAgreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii) collectively, without regard to the Guaranteed Percentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$ 5,573,361 US$2,455,796 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the "“Maximum Amount"”). , (by) The the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (aA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of this Limited Guarantee and (bB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party's equity holders, Affiliates and/or subsidiariesParty Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Guarantors have agreed to make a certain equity contribution to HoldCo (the “Equity Commitment Letter (as defined below) Letter”), other than as expressly set forth herein or in the Equity Commitment Letter Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds. Concurrently with the Escrow Agreement delivery of this Limited Guarantee, each of Unicorn Holding Partners LP, Aspex Master Fund, Yunqi China Special Investment A, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Gxxxxxx Sxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Proprium Real Estate Special Situations Fund, LP, Yx Xxxx Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund and Pleiad Asia Equity Master Fund (collectively, the “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee substantially identical to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the Equity Commitment Lettersubject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees. (b) All payments made by the Guarantors hereunder shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If HoldCo fails to pay or cause to be paid any or all of the Guaranteed Obligations as and when due pursuant to Section 9.3(b), 9.3(d), or 7.5(g) of the Merger Agreement, as applicable, and subject to the other relevant terms and limitations of the Merger Agreement, then each Guarantor shall immediately pay to the Guaranteed Party such Guarantor’s Pro Rata Percentage of the Guaranteed Percentage of such Guaranteed Obligations (subject to the Maximum Amount and the Pro Rata Percentage Maximum Amounts), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as HoldCo remains in breach of such Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect such Guaranteed Obligations from the Guarantors, subject to the Maximum Amount and the Pro Rata Percentage Maximum Amounts. (c) The Guarantor agrees Guarantors hereby agree to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder and under the Merger Agreementhereunder, including, without limitation, in the event that if (i) the any Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding, proceeding or (ii) the any Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the such Guarantor is required to make such payment hereunder. (d) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If the Parent Parties fail to pay or cause to be paid the Guaranteed Obligation as and when due and payable pursuant to Section 8.2(c) of the Merger Agreement, as applicable, then the Guarantor's liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party's option, and so long as the Parent Parties remain in breach of its Guaranteed Obligation, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Obligation from the Guarantor subject to the Maximum Amount as applicable.