Common use of Obligations of Pledgor Clause in Contracts

Obligations of Pledgor. (a) Pledgor in this act agrees and undertakes, and Issuer acknowledges and agrees, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. (a) 5.1 The dividend and bonus arising from the Pledged Equity shall be deposited in an escrow account for the supervision of the Pledgee. 5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall place encumbrances on such Pledged Equity; 5.3 Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the articles of association of the Company in this act agrees any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of the Company in any manner; Equity Pledge Agreement 5.4 The Pledgor shall not approve for the resolutions on the dissolution, liquidation and undertakeschange of legal form of the Company; 5.5 The Pledgor shall not approve for any Profit Distribution Proposal, nor shall accept such distributed dividend without the Pledgee’s prior written consent; At the Pledgee’s request, it shall promptly approve for the Profit Distribution Proposal, and Issuer acknowledges accept such distributed dividend; 5.6 At the Pledgee’s request, the Pledgor shall provide the Pledgee with all information regarding the business operation and agrees, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none financial condition of the Exit Debt Financing Secured Obligations remains outstandingCompany; 5.7 The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect his equity interests in the Company without the Pledgee’s prior written consent; 5.8 The Pledgor shall appoint, fifty percent (50%) or more and appoint only, the candidates nominated by the Pledgee to be the executive director of the issued Company, and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for not replace such candidates without the performance of the obligations contained in this paragraph.Pledgee’s prior written consent; (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case 5.9 The Pledgor shall reimburse Pledgee not approve any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defenseacquisition of, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim by investment in any Person with respect to third party without the Pledgee’s prior written consent; 5.10 The Pledgor shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Pledged Shares currently owned byCompany, and take positive measures against aforesaid lawsuits, arbitrations or acquired byadministrative dispute; 5.11 The Pledgor shall not commit any conducts or omissions that may adversely affect the assets, Pledgorbusiness operation, except the debts and liabilities of the Company without the Pledgee’s prior written consent; 5.12 To the extent permitted by the PRC laws and regulations, and at any time upon Pledgee’s request, the Pledgor shall promptly and unconditionally transfer his equity interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement; 5.13 The Pledgor shall approve for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer hereunder within the extent permitted by the PRC laws; 5.14 The Pledgor shall make every efforts to cause the Company perform the obligations of Article 6 hereunder; Equity Pledge Agreement 5.15 The Pledgor shall, to the extent permitted by applicable laws, cause the business term of Party C (other including the circumstance of change of business terms) not shorter than taxes payable by Issuer in relation to such Distributionsthat of Party B(including the circumstance of change of business terms); ii. refrain 5.16 The Pledgor shall strictly comply with the provisions of this Agreement, and effectively perform its obligations hereunder, and shall be prohibited from taking committing any action act or allowing any Person to take or refrain from any action, omission which may impair affect the validity or enforceability of this Agreement. 5.17 The Pledgor hereby authorizes the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting all the shareholder’s rights , in each case, in accordance with as the provisions Party C’s shareholder within the scope permitted by the PRC laws and articles of Clause Four; iv. promptly notify Pledgee in writing association of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction Party C on behalf of the value of Pledgor, including the Pledged Shares (or any part thereof), as soon as possible but voting right and decision right in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.Party C.

Obligations of Pledgor. (a) Pledgor In addition to the covenants and restrictions contained in this act agrees and undertakesthe Purchase Agreement or the other Transaction Documents, and Issuer acknowledges and agreesas long as any of the Obligations remain unpaid, that the Pledged Shares (including Pledgor: a. Shall maintain the Additional Shares) shall represent, at all times during the term of security interest created by this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend Collateral as a perfected first priority security interest and keep the Pledged Shares Collateral free of all liens, security interests or other encumbrances, except the lien and its rights and the rights security interest in favor of the Exit Debt Financing Secured Parties hereunderParty created hereby and under the Transaction Documents; b. Shall notify the Secured Party promptly in writing of any change in the Pledgor’s address as specified in Section 11 below; c. Shall pay all claims, in taxes, assessments and other charges of every nature which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or may be levied or assessed against the Exit Debt Financing Secured Parties in connection with such defensePledged Collateral; d. Shall not, and the corresponding amount shall form part not attempt to cancel, retire, transfer, sell, convey, encumber, or otherwise dispose of any of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creatingPledged Collateral or any interest therein and shall not create, incurring, assumingassume, or allowing permit to exist any Liensecurity interest, pledge, lien, charge, optionor other encumbrance in favor of any individual or entity (other than the Secured Party) in, on, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned byCollateral; e. Shall not change its name, identity, type or acquired byorganization or legal structure in any manner, Pledgorunless the Pledgor shall have given the Secured Party at least thirty (30) days prior written notice thereof; f. Shall, except for promptly following the Security Interest; (iii) refrain from sellingfunding of the Loans and with the reasonable cooperation of the Secured Party, exchanging, transferring, assigning, delivering, affecting notify the The Florida Department of Health Office of Medical Marijuana Use of the grant of the security interest in trust, granting in usufruct, pledge the Pledged Collateral and obtain any applicable approvals or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action consents required in connection with this Agreement; g. Shall immediately upon receipt of any certificates, agreements, promissory notes or instruments representing or evidencing the Security Interest Pledged Collateral acquired by the Pledgor after the date hereof, deliver the same to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party; h. Shall, with respect to any uncertificated securities that Pledgee requests constitute Pledged Collateral, cause the Pledged Entity to either (a) to register the Secured Party as the registered owner of such securities or (b) to agree that the Pledged Entity will comply with instructions with respect to such securities originated by the Secured Party without further consent of the Pledgor, LEGAL\51010720\5 in form and substance reasonably satisfactory to the Secured Party, and (c) if reasonably requested by the Secured Party, request the issuer of such Pledged Collateral to cause such Pledged Collateral to become certificated and in the event such Pledged Collateral become certificated, to deliver such Pledged Collateral to the Secured Party in accordance with this Agreement; and i. Shall take such further actions, and execute and/or deliver to the Secured Party such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, and will in good faith work with the Secured Party to obtain such LEGAL\51010720\5 governmental consents and corporate approvals and will cause to be done all such other things, as the Secured Party may in its reasonable judgment deem necessary or appropriate in order to protect and create and/or maintain the Security Interest validity, perfection or priority of and protect any security interest granted or purported to protect and preserve be granted in the Pledged SharesCollateral as provided herein and the rights and interests granted to the Secured Party hereunder, as well as pay all reasonable and documented costs enable the Secured Party to exercise and expenses arising out of or in connection enforce its rights, powers and remedies hereunder with the foregoing; and (v) pay all and respect to any taxesPledged Collateral, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) making, executing, endorsing, acknowledging, filing or refiling and/or delivering to the Secured Party from time to time upon request by the Secured Party such lists, schedules, descriptions and any other distributions in respect designations of the Pledged Shares (Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action assurances or allowing any Person to take or refrain from any action, which may impair instruments as the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer Secured Party shall reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. (a) Pledgor hereby covenants and agrees as follows: (i) Pledgor shall not incur, assume or guarantee any indebtedness for money borrowed by the Pledged Entity. (ii) Pledgor does not, and will not, assume liability for any debts of the pledged Entity and does not, and will not, guarantee any of the debts or obligations of the Pledged Entity. Pledgor will not hold itself out as being liable for the debts of the Pledged Entity. (iii) Pledged Entity is not referred to as a "department" or "division" in the incorporation or other internal materials, records or documents of Pledgor. (iv) Pledgor shall conduct its business solely in its own name so as not to mislead others as to the identity of the Pledged Entity with which those others are concerned and particularly will use its best efforts to avoid the appearance of conducting business on behalf of the Pledged Entity. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Pledgor. (v) Pledgor will act solely in its corporate name and through its duly authorized officers or agents in the conduct of its business. (vi) Where necessary and appropriate, Pledgor shall disclose the nature of the transaction referred to above and the independent corporate status of the Pledged Entity to creditors of Pledgor, if any. (vii) The annual financial statements of Pledgor, including consolidated financial statements, if any, will disclose the effects of Pledgor's transactions in accordance with generally accepted accounting principles and will disclose that the assets of the Pledged Entity are not available to pay any creditors of Pledgor. (viii) The resolutions, agreements and other instruments of Pledgor, if any, underlying the transactions described in this act agrees and undertakes, and Issuer acknowledges and agrees, that Pledge Agreement will be continuously maintained by Pledgor as the official records. (ix) Pledgor will use its best efforts to maintain an arm's-length relationship with the Pledged Shares Entity. (including the Additional Sharesx) shall represent, at all times during the term of this Agreement Pledgor will use its best efforts to keep its assets and until none its liabilities wholly separate from those of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent Pledged Entity. (50%xi) or more Except for actions taken by it as the sole shareholder of the issued and outstanding capital stock of IssuerPledged Entity, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for will not direct, or otherwise control, the performance ongoing business decisions of the obligations contained in this paragraphPledged Entity. (b) Pledgor undertakes and agrees that it shall, during the term Any damages payable due to a breach of this Agreement: i. defendSection 6 are limited to amounts payable (i) pursuant to a drawing under Irrevocable Letter of Credit No. P-360919 issued by The Chase Manhattan Bank and dated April 1, at its own cost 1998 and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creatingthe Collateral, incurring, assuming, or allowing including pursuant to any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person action taken with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver Collateral pursuant to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of DefaultSection 10 hereof.

Obligations of Pledgor. (a) 5.1 The dividend and bonus, if any, arising from the Pledged Equity shall be deposited in an escrow account under the supervision by the Pledgee; 5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall they place or allow any encumbrances on such Pledged Equity; 5.3 Without Pledgee’s prior written consent, Pledgor shall not engage in this act agrees any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and undertakesPledgee, nor shall Pledgor invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Pledgee; 5.4 Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the Articles of Association of the Company in any manner, nor shall they take action to increase or decrease the registered capital or change the shareholding structure of the Company in any manner; 5.5 Without Pledgee’s prior written consent, the Pledgor shall guarantee that they shall not approve resolutions related to the dissolution, liquidation and change of legal form of the Company, or its owned or holding subsidiaries; 5.6 The Pledgor shall guarantee that the shareholder’s meeting of the Company shall not approve any profit distribution proposal, nor request or accept such distributed dividend, without the Pledgee’s prior written consent; upon the Pledgee’s request, the Pledgor shall promptly convene the shareholder’s meeting for the purpose of allocating the Company’s profits, approve any profit distribution proposal approved in writing by the Pledgee, and Issuer acknowledges accept such distributed dividend; 5.7 Upon the Pledgee’s request, the Pledgor shall provide the Pledgee with all the information regarding the business operation and agreesfinancial condition of the Company; 5.8 The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect his Equity Interests in the Company without the Pledgee’s prior written consent; 5.9 The Pledgor shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors and supervisor office of the Company, and shall not replace such candidates without the Pledgee’s prior written consent; 5.10 The Pledgor shall guarantee that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none shareholder’s meeting of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more Company and the directors of the issued and outstanding capital stock of IssuerCompany appointed by themselves will not approve any acquisition by, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim investment in any third party, without the Pledgee’s prior written consent; 5.11 The Pledgor shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute; 5.12 The Pledgor shall not commit any conduct that may adversely affect the assets, business operation, the debts and liabilities of the Company, without the Pledgee’s prior written consent; 5.13 To the extent permitted by the PRC laws and regulations, and at any Person time upon Pledgee’s request, the Pledgor shall promptly and unconditionally transfer all or part of his Equity Interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and waive his preemptive rights with respect to any such transfer; 5.14 The Pledgor shall guarantee that the shareholder’s meeting of the Pledged Shares currently owned by, or acquired by, Pledgor, except for Company will approve the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer under the Exclusive Purchase Option Agreement; 5.15 The Pledgor shall make every efforts to guarantee that the Company performs its obligations in Article 6 hereunder; 5.16 The Pledgor shall, to the extent permitted by applicable laws, cause the business term of the Company (other including the circumstance of change of business terms) to be no shorter than taxes payable that of the Pledgee, which is approved by Issuer in relation to such Distributionsthe relevant authorities (including the circumstance of change of business terms); ii. refrain 5.17 The Pledgor shall strictly comply with the provisions of this Agreement, and effectively perform his obligations hereunder, and shall be prohibited from taking committing any action or allowing any Person to take or refrain from any action, conduct which may impair affect the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. (a) Pledgor hereby covenants and agrees as follows: (i) Pledgor shall not incur, assume or guarantee any indebtedness for money borrowed by the Pledged Entity. (ii) Pledgor does not, and will not, assume liability for any debts of the Pledged Entity and does not, and will not, guarantee any of the debts or obligations of the Pledged Entity. Pledgor will not hold itself out as being liable for the debts of the Pledged Entity. (iii) Pledged Entity is not referred to as a "department" or "division" in the incorporation or other internal materials, records or documents of Pledgor. (iv) Pledgor shall conduct its business solely in its own name so as not to mislead others as to the identity of the Pledged Entity with which those others are concerned and particularly will use its best efforts to avoid the appearance of conducting business on behalf of the Pledged Entity. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Pledgor. (v) Pledgor will act solely in its corporate name and through its duly authorized officers or agents in the conduct of its business. (vi) Where necessary and appropriate, Pledgor shall disclose the nature of the transaction referred to above and the independent corporate status of the Pledged Entity to creditors of Pledgor, if any. (vii) The annual financial statements of Pledgor, including consolidated financial statements, if any, will disclose the effects of Pledgor's transactions in accordance with generally accepted accounting principles and will disclose that the assets of the Pledged Entity are not available to pay any creditors of Pledgor. 4 (viii) The resolutions, agreements and other instruments of Pledgor, if any, underlying the transactions described in this act agrees and undertakes, and Issuer acknowledges and agrees, that Pledge Agreement will be continuously maintained by Pledgor as the official records. (ix) Pledgor will use its best efforts to maintain an arm's-length relationship with the Pledged Shares Entity. (including the Additional Sharesx) shall represent, at all times during the term of this Agreement Pledgor will use its best efforts to keep its assets and until none its liabilities wholly separate from those of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent Pledged Entity. (50%xi) or more Except for actions taken by it as the sole shareholder of the issued and outstanding capital stock of IssuerPledged Entity, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for will not direct, or otherwise control, the performance ongoing business decisions of the obligations contained in this paragraphPledged Entity. (b) Pledgor undertakes and agrees that it shall, during the term Any damages payable due to a breach of this Agreement: i. defendSection 6 are limited to amounts payable (i) pursuant to a drawing under Irrevocable Letter of Credit No. P-360919 issued by The Chase Manhattan Bank and dated April 1, at its own cost 1998 and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creatingthe Collateral, incurring, assuming, or allowing including pursuant to any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person action taken with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver Collateral pursuant to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of DefaultSection 10 hereof.

Obligations of Pledgor. In addition to the covenants and restrictions contained in the Purchase Agreement or the other Transaction Documents, as long as any of the Obligations remain unpaid, the Pledgor: (a) Pledgor Shall maintain the security interest created by this Agreement in this act agrees and undertakes, and Issuer acknowledges and agrees, that the Pledged Shares (including Collateral as a perfected first priority security interest and keep the Additional Shares) shall representPledged Collateral free of all liens, at all times during security interests or other encumbrances, except the term of this Agreement lien and until none security interest in favor of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of Party created hereby and under the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.Transaction Documents; (b) Pledgor undertakes Shall notify the Secured Party promptly in writing of any change in the Pledgor’s address as specified in Section 11 below; (c) Shall pay all claims, taxes, assessments and agrees that it shall, during the term other charges of this Agreement: i. defend, at its own cost and expense, every nature which may be levied or assessed against the Pledged Shares Collateral; (d) Shall not, and the rightshall not attempt to cancel, title and interest retire, transfer, sell, convey, encumber, or otherwise dispose of Pledgee and the Exit Debt Financing Secured Parties in and on any of the Pledged SharesCollateral or any interest therein and shall not create, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assumingassume, or allowing permit to exist any Liensecurity interest, pledge, lien, charge, optionor other encumbrance in favor of any individual or entity (other than the Secured Party) in, on, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned byCollateral; (e) Shall not change its name, identity, type or acquired byorganization or legal structure in any manner, Pledgorunless the Pledgor shall have given the Secured Party at least thirty (30) days prior written notice thereof; (f) Shall, except for promptly following the Security Interest; (iii) refrain from sellingfunding of the Loans and with the reasonable cooperation of the Secured Party, exchanging, transferring, assigning, delivering, affecting notify the The Florida Department of Health Office of Medical Marijuana Use of the grant of the security interest in trust, granting in usufruct, pledge the Pledged Collateral and obtain any applicable approvals or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action consents required in connection with this Agreement; (g) Shall immediately upon receipt of any certificates, agreements, promissory notes or instruments representing or evidencing the Security Interest Pledged Collateral acquired by the Pledgor after the date hereof, deliver the same to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party; (h) Shall, with respect to any uncertificated securities that Pledgee requests constitute Pledged Collateral, cause the Pledged Entity to either (a) to register the Secured Party as the registered owner of such securities or (b) to agree that the Pledged Entity will comply with instructions with respect to such securities originated by the Secured Party without further consent of the Pledgor, in form and substance reasonably satisfactory to the Secured Party, and (c) if reasonably requested by the Secured Party, request the issuer of such Pledged Collateral to cause such Pledged Collateral to become certificated and in the event such Pledged Collateral become certificated, to deliver such Pledged Collateral to the Secured Party in accordance with this Agreement; and (i) Shall take such further actions, and execute and/or deliver to the Secured Party such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, and will in good faith work with the Secured Party to obtain such governmental consents and corporate approvals and will cause to be done all such other things, as the Secured Party may in its reasonable judgment deem necessary or appropriate in order to protect and create and/or maintain the Security Interest validity, perfection or priority of and protect any security interest granted or purported to protect and preserve be granted in the Pledged SharesCollateral as provided herein and the rights and interests granted to the Secured Party hereunder, as well as pay all reasonable and documented costs enable the Secured Party to exercise and expenses arising out of or in connection enforce its rights, powers and remedies hereunder with the foregoing; and (v) pay all and respect to any taxesPledged Collateral, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) making, executing, endorsing, acknowledging, filing or refiling and/or delivering to the Secured Party from time to time upon request by the Secured Party such lists, schedules, descriptions and any other distributions in respect designations of the Pledged Shares (Collateral, statements, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action assurances or allowing any Person to take or refrain from any action, which may impair instruments as the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer Secured Party shall reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. (a) Equity Pledge Agreement Confidential 5.1 The dividend and bonus, if any, arising from the Pledged Equity shall be deposited in an escrow account under the supervision by the Pledgee; 5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall they place or allow any encumbrances on such Pledged Equity; 5.3 Without Pledgee’s prior written consent, Pledgor shall not engage in this act agrees any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and undertakesPledgee, nor shall Pledgor invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Pledgee; 5.4 Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the Articles of Association of the Company in any manner, nor shall they take action to increase or decrease the registered capital or change the shareholding structure of the Company in any manner; 5.5 Without Pledgee’s prior written consent, the Pledgor shall guarantee that they shall not approve resolutions related to the dissolution, liquidation and change of legal form of the Company, or its owned or holding subsidiaries; 5.6 The Pledgor shall guarantee that the shareholder’s meeting of the Company shall not approve any profit distribution proposal, nor request or accept such distributed dividend, without the Pledgee’s prior written consent; upon the Pledgee’s request, the Pledgor shall promptly convene the shareholder’s meeting for the purpose of allocating the Company’s profits, approve any profit distribution proposal approved in writing by the Pledgee, and Issuer acknowledges accept such distributed dividend; 5.7 Upon the Pledgee’s request, the Pledgor shall provide the Pledgee with all the information regarding the business operation and agreesfinancial condition of the Company; 5.8 The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect her Equity Interests in the Company without the Pledgee’s prior written consent; 5.9 The Pledgor shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors and supervisor office of the Company, and shall not replace such candidates without the Pledgee’s prior written consent; Equity Pledge Agreement Confidential 5.10 The Pledgor shall guarantee that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none shareholder’s meeting of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more Company and the directors of the issued and outstanding capital stock of IssuerCompany appointed by themselves will not approve any acquisition by, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim investment in any third party, without the Pledgee’s prior written consent; 5.11 The Pledgor shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute; 5.12 The Pledgor shall not commit any conduct that may adversely affect the assets, business operation, the debts and liabilities of the Company, without the Pledgee’s prior written consent; 5.13 To the extent permitted by the PRC laws and regulations, and at any Person time upon Pledgee’s request, the Pledgor shall promptly and unconditionally transfer all or part of her Equity Interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and waive her preemptive rights with respect to any such transfer; 5.14 The Pledgor shall guarantee that the shareholder’s meeting of the Pledged Shares currently owned by, or acquired by, Pledgor, except for Company will approve the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer under the Exclusive Purchase Option Agreement; 5.15 The Pledgor shall make every efforts to guarantee that the Company performs its obligations in Article 6 hereunder; 5.16 The Pledgor shall, to the extent permitted by applicable laws, cause the business term of the Company (other including the circumstance of change of business terms) to be no shorter than taxes payable that of the Pledgee, which is approved by Issuer in relation to such Distributionsthe relevant authorities (including the circumstance of change of business terms); ii. refrain 5.17 The Pledgor shall strictly comply with the provisions of this Agreement, and effectively perform her obligations hereunder, and shall be prohibited from taking committing any action or allowing any Person to take or refrain from any action, conduct which may impair affect the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. (a) 5.1 The dividend and bonus, if any, arising from the Pledged Equity shall be deposited in an escrow account under the supervision by the Pledgee; 5.2 Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall they place or allow any encumbrances on such Pledged Equity; 5.3 Without Pledgee’s prior written consent, Pledgor shall not engage in this act agrees any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and undertakesPledgee, nor shall Pledgor invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Pledgee; 5.4 Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the Articles of Association of the Company in any manner, nor shall they take action to increase or decrease the registered capital or change the shareholding structure of the Company in any manner; 5.5 Without Pledgee’s prior written consent, the Pledgor shall guarantee that they shall not approve resolutions related to the dissolution, liquidation and change of legal form of the Company, or its owned or holding subsidiaries; 5.6 The Pledgor shall guarantee that the shareholder’s meeting of the Company shall not approve any profit distribution proposal, nor request or accept such distributed dividend, without the Pledgee’s prior written consent; upon the Pledgee’s request, the Pledgor shall promptly convene the shareholder’s meeting for the purpose of allocating the Company’s profits, approve any profit distribution proposal approved in writing by the Pledgee, and Issuer acknowledges accept such distributed dividend; 5.7 Upon the Pledgee’s request, the Pledgor shall provide the Pledgee with all the information regarding the business operation and agreesfinancial condition of the Company; 5.8 The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect her Equity Interests in the Company without the Pledgee’s prior written consent; 5.9 The Pledgor shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors and supervisor office of the Company, and shall not replace such candidates without the Pledgee’s prior written consent; 5.10 The Pledgor shall guarantee that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none shareholder’s meeting of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more Company and the directors of the issued and outstanding capital stock of IssuerCompany appointed by themselves will not approve any acquisition by, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor ofconsolidation with, or any claim investment in any third party, without the Pledgee’s prior written consent; 5.11 The Pledgor shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute; 5.12 The Pledgor shall not commit any conduct that may adversely affect the assets, business operation, the debts and liabilities of the Company, without the Pledgee’s prior written consent; 5.13 To the extent permitted by the PRC laws and regulations, and at any Person time upon Pledgee’s request, the Pledgor shall promptly and unconditionally transfer all or part of her Equity Interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and waive her preemptive rights with respect to any such transfer; 5.14 The Pledgor shall guarantee that the shareholder’s meeting of the Pledged Shares currently owned by, or acquired by, Pledgor, except for Company will approve the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributions) and any other distributions resolution in respect of the Pledged Shares Equity Transfer or Assets Transfer under the Exclusive Purchase Option Agreement; 5.15 The Pledgor shall make every efforts to guarantee that the Company performs its obligations in Article 6 hereunder; 5.16 The Pledgor shall, to the extent permitted by applicable laws, cause the business term of the Company (other including the circumstance of change of business terms) to be no shorter than taxes payable that of the Pledgee, which is approved by Issuer in relation to such Distributionsthe relevant authorities (including the circumstance of change of business terms); ii. refrain 5.17 The Pledgor shall strictly comply with the provisions of this Agreement, and effectively perform her obligations hereunder, and shall be prohibited from taking committing any action or allowing any Person to take or refrain from any action, conduct which may impair affect the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing of the occurrence of any Default or Event of Default.

Obligations of Pledgor. Pledgor further represents, warrants, and covenants to the Lender that: (a) Pledgor will not sell, transfer, convey or otherwise dispose of any interest in this act agrees and undertakes, and Issuer acknowledges and agrees, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraphCollateral. (b) Pledgor undertakes will not suffer or permit any Lien to exist on or with respect to the Collateral except the Lien created under this Pledge Agreement and agrees the Lien created by that it shallcertain Pledge Agreement by and between Pledgor and the Original Lender dated as of March 3, during the term of this Agreement:2005. i. defend(c) Pledgor will, at its own cost and expense, at any time and from time to time at the Pledged Shares request of the Lender, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be reasonably requested by the Lender to further enhance, preserve, establish, demonstrate, perfect or enforce the Lender's rights, interests and remedies created by, provided in or emanating from this Pledge Agreement. (d) Pledgor shall not permit the Companies to issue any additional Equity Interests. (e) Pledgor will defend the Lender's right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligationin, to defend and under the Pledged Shares Collateral against the claims and its rights demands of all Persons whomsoever. (f) Pledgor hereby authorizes the Lender to file one or more financing or continuation statements and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form amendments thereto relating to all or part of the Exit Debt Financing Secured Obligations until fully paid; Collateral without such Pledgor's signature. A photocopy or other reproduction of this Pledge Agreement shall be sufficient as a financing statement. (iig) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee Pledgor will cause the Companies to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents the Lender on the date hereof a letter in favor of Pledgee, and to carry out any action in connection with substantially the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, form attached hereto as well as pay Exhibit A. (h) Pledgor shall use all reasonable efforts to cause the Companies to perform and documented costs observe all of the terms, covenants, conditions and expenses arising out of or in connection with obligations required to be performed and observed by the foregoing; Companies under (i) the New Loan Documents and (vii) pay all and any taxes, contributions, levies and any other charges of contract or agreement with any kind determinedPerson, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all which, if not performed and any dividends observed, would materially and interest (including, without limitation, Distributions) and any other distributions in respect of the Pledged Shares (other than taxes payable by Issuer in relation to such Distributions); ii. refrain from taking any action or allowing any Person to take or refrain from any action, which may impair the validity or enforceability of the Security Interest created hereunder; iii. exercise voting rights or refrain from exercising any voting rights related to the Pledged Shares, or allow Pledgee to exercise such voting rights , in each case, in accordance with the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties under this Agreement, or any circumstance or event that causes or may cause the loss, destruction or material reduction of the value of the Pledged Shares (Collateral or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify security interest of Pledgee in writing the Collateral. (i) Pledgor shall, at its sole cost and expense, perform and observe all of the occurrence terms, covenants, conditions and obligations required to be performed or observed by Pledgor under the Bylaws or Articles of any Default or Incorporation. (j) Upon an Event of Default, Pledgor shall not waive any right or remedy under the Bylaws or Articles of Incorporation without the prior written consent of Lender; provided that no waiver occurring prior to an Event of Default shall have a Material Adverse Effect upon the Liens granted to Lender in the Loan Documents or upon any of Lender’s rights and remedies. (k) Pledgor shall, at its sole cost and expense (i) use reasonable efforts to enforce the Bylaws and Articles of Incorporation in accordance with its terms in such a manner so as to preserve, and not to materially and adversely affect (A) the value of the Collateral or (B) the security interest of Lender in the Collateral, and (iii) appear in and defend any action or proceeding to which Pledgor is made a party arising under the Bylaws or Articles of Incorporation and take all additional action to these ends as from time to time may be reasonably requested in writing by Lender. (l) Pledgor shall not amend or modify the Articles of Incorporation or Bylaws in any way that adversely affects the Liens granted to Lender in the New Loan Documents or upon any of Lender’s rights or remedies, without the prior written consent of Lender. (m) Pledgor shall not authorize or enter into any transaction for the termination, dissolution or winding up of, or the merger or consolidation with another entity or entities by, the admission of additional members to, or the elimination of members from, or otherwise effect or change the structure or organization of the Companies without the prior written consent of the Lender.

Obligations of Pledgor. Each Pledgor represents, warrants, and covenants to the Secured Party that: (a) Pledgor in this act agrees It is the sole legal, record and undertakesbeneficial owner of, and Issuer acknowledges has good and agrees, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph. (b) Pledgor undertakes and agrees that it shall, during the term of this Agreement: i. defend, at its own cost and expensemarketable title to, the respective Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest respective Collateral set forth in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided thatrecitals, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights will upon consummation of the Exit Debt Financing Secured Parties hereunderMerger have sole legal, in which case Pledgor shall reimburse Pledgee any reasonable record and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part beneficial ownership of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creatingnumber of shares of MIM Common Stock set forth in the recitals. The Collateral described herein is subject to no mortgage, incurringpledge, assumingassignment, or allowing any Lienhypothecation, security interest, encumbrance, lien, charge, option, warrant or guarantee to exist in favor ofother encumbrance whatsoever (each, a "Lien"), or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on or in connection with the Pledged Shares (or any part thereof) and/or in connection with all and any dividends and interest (including, without limitation, Distributionsany contract or other agreement to sell or otherwise transfer), except for the Lien created by this Agreement. The Pledged Shares have been duly authorized, validly issued, fully paid and are nonassessable. (b) It has the requisite power and authority and the legal right to execute, deliver and perform this Agreement and the Indemnification Agreement and any other distributions document, instrument or agreement to be executed and delivered by such Pledgor pursuant hereto or thereto and to create a security interest in the respective Collateral pursuant to this Agreement. (c) This Agreement is effective to create a legal, valid and enforceable perfected first priority Lien on the respective Collateral, subject to no prior Lien or to any agreement purporting to grant to any third party a security interest in the property or assets of such Pledgor which would include the respective Collateral. All action necessary to perfect the Lien granted by this Agreement has been duly taken. (d) This Agreement and the Indemnification Agreement have been duly authorized, executed and delivered by such Pledgor and constitute valid and legally binding obligations of such Pledgor, enforceable in accordance with their respective terms. (e) No security agreements or any other Lien instruments have been executed and delivered, and no financing statements or any other notice of any Lien have been filed in any jurisdiction, granting or purporting to grant a security interest in or create a Lien on the respective Collateral to any party other than the Secured Party. (f) No consent, license, approval or authorization of, exemption by, or registration, filing or declaration with, any governmental authority and no consent of any other individual, partnership, firm, corporation, limited liability company, association, joint venture, trust or other entity, or any government or political subdivision or agency, department or instrumentality thereof ("Person") is required to be obtained in connection with (i) the execution, delivery, performance, validity or enforcement or priority of this Agreement and the Indemnification Agreement or any other document, instrument or agreement to be executed and delivered by such Pledgor pursuant hereto or thereto, (ii) the pledge by such Pledgor of the respective Collateral to the Secured Party pursuant to this Agreement, or (iii) the exercise by the Secured Party of the rights provided for in this Agreement or the remedies in respect of the Pledged Shares respective Collateral pursuant to this Agreement; provided, however, that Pledgors make no representation or warranty with respect to the requirements of the Securities Act of 1933 or state securities laws. (g) The execution, delivery and performance of this Agreement and the Indemnification Agreement and any other than taxes payable document, instrument or agreement to be executed and delivered by Issuer such Pledgor pursuant hereto or thereto, does not conflict with or result in relation a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation of any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority (domestic or foreign) or of any bond, note, indenture, mortgage, deed of trust, contract, agreement, loan agreement, lease or other undertaking to which such Distributions);Pledgor is a party or which purports to be binding upon such Pledgor and will not result in the creation or imposition of any Lien on any of the assets of such Pledgor, except as expressly provided by this Agreement. ii. refrain from taking any action or allowing any Person to take or refrain from any (h) There is no suit, action, which may impair proceeding, arbitration, investigation or inquiry pending or threatened against such Pledgor with respect to this Agreement or the validity Indemnification Agreement or enforceability any other document, instrument or agreement to be executed and delivered by such Pledgor pursuant hereto or thereto, or the pledging of the Security Interest created hereunder;respective Collateral pursuant to this Agreement. iii. exercise voting rights (i) It will not directly or refrain from exercising indirectly sell, transfer, convey or otherwise dispose of any voting rights related interest in the Collateral. (j) It will not suffer or permit to exist any Lien on or with respect to the Pledged SharesCollateral, or allow Pledgee to exercise such voting rights , in each case, in accordance with except the provisions of Clause Four; iv. promptly notify Pledgee in writing of any circumstances that adversely affect or that Pledgor and/or Issuer reasonably consider that it may adversely affect the rights of Pledgee and/or the Exit Debt Financing Secured Parties Lien created under this Agreement. (k) It will indemnify the Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses, or liabilities resulting from the Secured Party's bad faith, willful misconduct or gross negligence. The Pledgors will, upon demand, pay to the Secured Party the amount of any circumstance and all reasonable expenses, including the reasonable fees and expenses of counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the administration and enforcement of this Agreement, (ii) the custody or event that causes preservation of, or may cause the losssale of, destruction collection from, or material reduction of the value other realization upon, any of the Pledged Shares or Proceeds therefrom, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. (l) It will, promptly upon the reasonable request of Secured Party, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be reasonably requested by Secured Party to further enhance, preserve, establish, demonstrate, perfect or enforce the Secured Party's rights, interests and remedies created by, provided in or emanating from this Agreement. (m) It shall notify Secured Party promptly and in reasonable detail of any Lien or claim made or asserted against the respective Collateral or any part thereof), as soon as possible but in any case within two (2) Business Days following the date on which such circumstance or event occurs; v. provide Pledgee all the information that Pledgee wishes in connection with the Pledged Shares as soon as possible but in any case within two (2) Business Days following the date on which Pledgor and Issuer receives such request; and vi. immediately notify Pledgee in writing portion of the occurrence respective Collateral and of any Default or Event of Defaultall notices received by such Pledgor with respect to events which would be likely to have a material adverse impact on the respective Collateral.