Common use of Representations and Warranties of Party B Clause in Contracts

Representations and Warranties of Party B. 1. Except for the pledge hereunder, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1. Except for 7.1 Within the pledge hereunderterm of this Agreement, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares.undertakes to Party A that 2. 7.1.1 Without the Party A’s prior written consent of Party Aconsent, Party B shall it will not transfer the Pledged SharesEquity or create or allow to be created any security interest on the Pledged Equity, unless otherwise agreed upon by both parties. 3. In case of any event that would affect 7.1.2 It will comply with all the laws and regulations with respect to the pledge held by of rights; present to Party A hereunder the notices, orders or suggestions with respect to the obligations right of pledge issued or made by the competent authority within five (5) days upon receipt thereof; and comply with such notices, orders or suggestions; or make an objection to or a statement on the foregoing matters at the reasonable request of Party B A or with the consent from Party A. 7.1.3 It will not distribute Party C’s income and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, will also cause Party B shall immediately notify C’s other shareholders not to distribute Party A. Party B shall not engage in C’s income. 7.1.4 It will do or permit to be done any act that may have an adverse effect on adversely affect Party A’s interests under the obligations of Party B Amended Master Contracts and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement Pledged Equity. 4. Without the prior written consent of Party A, 7.2 Party B shall not engage in any act agrees that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of for the purpose of this Agreement, Party A is entitled to dispose of right of pledge in the manner as specified in this Agreement and Party A’s right to exercise the right of pledge obtained from this Agreement will not be interrupted or hindered by Party B shall take or any of its successors or principals or any other person through legal proceedings. 7.3 Party B warrants to Party A that in order to protect or improve the actions reasonably considered necessary guaranty for the repayment of the expenses under the Master Contracts in this Agreement, Party B will execute in good faith and cause other interested persons relating to right of pledge to execute all right certificates and contracts relating to the implementation of this Agreement as required by Party A with might and/or perform and main, including registration cause other interested persons to perform the acts relating to the implementation of the share pledge herein, and execute the documents that Party A is deemed this Agreement as necessary. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held required by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns provide convenience for the Pledged Shares and has the right to pledge, transfer or otherwise dispose exercise of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of rights and authority granted to Party A under this Agreement. 9. 7.4 Party B undertakes warrants to Party A that in order to ensure Party A’s interests, Party B will comply with and perform all the guaranteeswarranties, commitmentsundertakings, agreements, representations and terms contained hereinconditions. In the event of any default Where Party B does not perform, in whole or failure to perform any part of this Agreement on the part of Party Bin part, its warranties, undertakings, agreements, representations or conditions, Party A B shall have the right to file an indemnity compensate all losses thus incurred to Party B for its losses arising therefrom.A.

Representations and Warranties of Party B. 1. Except for the pledge hereunder, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available represents and warrants to it Party A as follows: (a) Party B is a company duly organized, validly existing and in good standing under the laws of United States. (b) Party B has submitted to Party A a valid, true and complete copy of its certificate of incorporation. (c) Party B has taken all appropriate and necessary corporate action (i) to empower its duly authorized representative whose signature is affixed hereto or thereto to sign this Contract and all of the PRC contracts contemplated herein to which it is a party, (ii) authorize the execution and delivery of this Contract and all of the contracts contemplated herein to which it is a party, (iii) to authorize the performance and observance of the terms and conditions hereof and thereof.\ (d) Party B has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the contracts referred to herein to which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and Approval Authority before the same may become effective. (e) Upon the approval of the Examination and Approval Authority, this Contract shall constitute the legal, valid and binding obligation of Party B enforceable against Party B in accordance with its terms. (f) Party B’s execution, delivery and performance of this Contract or any of the other contracts contemplated herein will not violate any of their constitutive documents, any other agreement or obligation of Party B or its relevant Affiliates, or currently effective law, regulation or decree of the United States that may affect be applicable to any aspect of the pledge held transactions contemplated hereunder. (g) Except the litigation already known by Party A hereunderA, including without limitation any related preemptive rightno litigation, right arbitration or administrative proceeding is currently taking place or pending or, to the best knowledge of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledgeor its relevant Affiliates, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. threatened against Party B undertakes to comply with and perform all the guaranteesor its relevant Affiliates. Furthermore, commitments, agreements, representations and terms contained herein. In the event neither Party B nor any of its relevant Affiliates is in violation of any law, regulation, government directive whether having force of law or not, or in default under any judgment, order, authorization, agreement or failure obligation applicable to perform any part of this Agreement on the part business of Party B, Party A shall have the right to file an indemnity to Party B for or its losses arising therefromrelevant Affiliates.

Representations and Warranties of Party B. 1Party B makes the following representations and warranties to Party A: 5.1 Party B is eligible to grant the guarantee and has obtained all necessary authorizations or approvals required in connection with granting the guarantee in favor of Party A in accordance with the procedures and authority set forth in its articles of association. Except for The guarantee does not violate any laws, regulations or other relevant rules. 5.2 If Party B is a listed company or a controlled subsidiary of a listed company, it has promptly performed its disclosure obligations regarding the pledge hereunderguarantee in accordance with the relevant laws, regulations and rules, such as the PRC Securities Law and the Listing Rules of the Stock Exchange. 5.3 Party B is capable of performing its guarantee obligations, which will not be reduced or released by a change in any regulation or Party B’s financial condition or by an agreement between Party B and a third party. 5.4 Party B understands the purpose of the secured indebtedness under the Principal Contracts. Party B has not created acted at its sole discretion in granting the guarantee to the Debtor and will not create any other pledge this Guarantee reflects its genuine intention. Where the secured indebtedness relates to an international or right limitation over the Pledged Shares. 2. Without the prior written consent of Party Adomestic trade financing, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held relevant underlying trade is genuine. 5.5 All materials and information provided by Party B to Party A are true, accurate and complete in all respects and contain no false record, gross omission or misleading statement. 5.6 Where the secured indebtedness under this Guarantee relates to an international trade financing provided by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For to the effectuate of the purpose of this AgreementDebtor, Party B shall take accepts the actions reasonably considered necessary by Party A with might and main, including registration application of the share pledge herein, and execute the documents relevant international practices in connection with that Party A is deemed as necessarybusiness. 7. 5.7 Where Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunderis an individual, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns further represents and warrants that: A he or she has full civil capacity; B he or she has lawful income and is able to repay the Pledged Shares secured indebtedness; C he or she has not maliciously delayed in repaying bank loans and has not maliciously overdrawn on any credit card; D he or she has no misconduct, such as gambling or use of narcotics and has no criminal record; and E he or she has obtained his or her spouse’s consent to grant the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreementguarantee. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1. Except for 7.1 For the pledge hereunderpurpose of completing the transactions under this Agreement, Party B hereby represents and warrants that as of the Date of Management Transfer: (1) The matters set forth in Appendix 2 “Representations and Warranties” to this Agreement are true in all material respects. (2) Party B’s contribution to the Target Company has been fully paid in accordance with the provisions of the PRC Company Law and the Company’s Articles of Association. The Company’s shareholding structure is clear and there are no nominee equity holdings or relevant disputes. Party B is the legal holder of the equity held by it, and there are no pledges, guarantees, and other encumbrances on such equity, and nor is there any disputes involved third parties. Party B has full and legal ownership and disposal rights over the equity transferred to Party A under this Agreement. The process and results of acquiring the Target Equity are in compliance with laws and regulations, and shall not created and will not create result in any legal or financial adverse effects or contingent liabilities of the Target Company and/or Party A. Where there is any compensation or any other pledge or right limitation kind of third-party claims arising from any dispute over the Pledged Shares. 2. Without Target Company’s equity, resulting in any loss to the prior written consent of Target Company and Party A, Party B shall bear full responsibility for compensation to the Target Company and Party A. (3) The Target Company and its subsidiaries and branches have all the necessary permits, licenses and government approvals required for their current business operations, and shall have them remain fully effective until the date of completion of the closing; there is no matter that may cause or result in any derogation of the effect of any such permit, license or government approval, except that such derogation is resulted from such events that the subsidiaries, branches and schools of the Target Company have not transfer yet obtained qualifications related to training, or that the Pledged Sharesbusiness license of Shanghai subsidiaries of the Target Company does not include educational consultation business as of the Data of Management Transfer. 3(4) The operation of the Target School complies with requirements of the relevant laws and regulations. If any penalty is imposed and the Target School suffers any loss accordingly in case of violation of any laws and regulations including but not limited to failure to timely obtain documents such as, if applicable, approval documents from competent educational authorities and competent departments of civil affairs in relation to school incorporation and successive changes of school information, internal resolution documents, Private School Business Permit (《民办学校办学许可证》)” and the “Private Non-Enterprise Unit Registration Certificate (《民办非企业单位登记证书》), and discrepancy between the actual business address and the registered address set out in Private School Business Permit (《民办学校办学许可证》)” and the “Private Non-Enterprise Unit Registration Certificate (《民办非企业单位登记证书》), Party B shall be liable to the Target School and Party A for the relevant liabilities and economic compensation. As of the Date of Management Transfer, the following circumstances are exceptions: the Target Company’s subsidiaries, branches and schools have not obtained relevant training qualification and the Target Company’s Shanghai subsidiaries are subject to administrative penalty by relevant competent authorities and are ordered to make additional payment as the educational consultation business had not been included in their business license. (5) If administrative penalty is imposed on the Target Company’s schools due to failure to timely and fully make payment of start-up funds, Party B shall be liable to the Target Company and Party A for the relevant liabilities and economic compensation. (6) If the Target Company and its subsidiaries and schools are subject to administrative penalty due to failure to timely complete the annual inspection procedures of their motor vehicles, and failure to timely purchase compulsory liability insurance for the motor vehicles, Party B shall be liable to the Target Company and Party A for the relevant liabilities and economic compensation. (7) If defects of the property leased by the Target Company and its subsidiaries exist, including but not limited to defective title of the property, failure to complete the procedure of examination and acceptance of fire prevention measures, non-compliance of actual usage with the designed usage of the property, sublease of leased property without consent of property owner, resulting in loss suffered arising from imposition of administrative penalty, occurrence of safety lability incidents and relocation of school address, Party B shall be liable to Target Company and Party A for the relevant liabilities and economic compensation (8) If the Target School and Party A suffer any loss due to imposition of administrative penalty by tax authorities or is charged with criminal liabilities since the Target Company and its subsidiaries, branches and schools fail to fully report their taxes, Party B shall be liable to the Target School and Party A for the relevant liabilities and economic compensation. (9) If the Target Company is subject to any administrative penalty or suffers any loss accordingly due to part-time employment of public primary and secondary school teachers in the subsidiaries of the Target Company, Party B shall be liable to the Target Company and Party A for the relevant liabilities and economic compensation. If the Target Company and its subsidiaries, branches and schools are subject to administrative penalty or are required to make retrospective payments due to non-compliance with requirements of laws and regulations in relation to their payments of social insurance or housing provident fund, or if any labor disputes arise accordingly, Party B shall undertake to be liable to Target School and Party A for the relevant liabilities and economic compensation. This Agreement constitutes legal, valid and binding obligations for Party B. In case of any event that would affect falseness or breach of the pledge held by Party A hereunder or the obligations of Party B aforesaid representations and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage warranties by Party B, its successors, representatives or any other third partyit shall be liable for the related compensation. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1. Except for the pledge hereunder, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it them under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Each of the two pledgors forming Party B separately agrees to be jointly and severally liable to Party A for any event of default on the other pledgor. Party A shall have the right to dispose of any pledge owned by any pledgor forming Party B pursuant to the provisions hereof upon occurrence of an event of default. 10. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. Party B represents and warrants hereunder that during the Term hereof: (1. Except ) It is duly organized, validly existing and fully qualified under the laws of its place of incorporation or registration; (2) It has all necessary powers, authorizations and approvals for the pledge execution of the Lease Agreement and has all necessary powers, authorizations and approvals for the full performance of each of its obligations hereunder, ; (3) Its representative signing the Lease Agreement is fully authorized and binds Party B to the Lease Agreement in accordance with valid authorization documents; (4) All funds delivered to Party A by it (including but not limited to security deposit, rent, etc.) are from legitimate sources, and the identity information submitted to Party A for record (including but not limited to legal representative identity card, business license, actual controller information, etc.) is true and reliable; (5) On the effective date hereof, the Lease Agreement shall constitute a legal, valid and binding obligation on it; (6) Upon signing the Lease Agreement, the Property Management Company designated by Party A has not created presented the Property Management Contract and all relevant documents to Party B, and Party B clearly understands all the contents and fully accepts the charging standard and agreement; (7) Its execution of the Lease Agreement and performance of its obligations hereunder will not create be in conflict with, or constitute a breach of its articles of association, business license, memorandum of association, or any law, regulation, authorization, license or approval of any government agency or department, or any agreement to which Party B may be bound or any provision thereof; (8) There are no pending lawsuits, arbitrations, orders or legal, administrative or other pledge proceedings or right limitation over governmental investigations aiming at or relating to the Pledged Shares.subject matter of the Lease Agreement or which may in any way affect Party B’s execution or performance of the Lease Agreement and, to the best of its knowledge, there are no such proceedings threatened; 2. Without (9) Party B confirms when signing the prior written consent of Lease Agreement with Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants has informed it that the pledge held by Party A hereunder will be free from any interference Building/Premises is unsecured; (10) It is not the parent company, subsidiary, a company with a controlling interest or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate affiliates of the purpose major unit holder of this AgreementYuexiu Enterprise (Holdings) Limited, Party B shall take the actions reasonably considered necessary by Party A with might and mainYuexiu Property Company Limited, including registration Yuexiu Real Estate Investment Trust Asset Management Co., Ltd. or Yuexiu Real Estate Investment Trust (00000.XX), or a contact person or other associated person of the share pledge herein, CEO or director of the said company; (11) It knows and execute is willing to strictly abide by the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it under the anti-commercial bribery laws of the PRC People’s Republic of China, and knows that may affect any form of bribery and embezzlement will violate the pledge held law and be severely punished by Party A hereunderthe law. It knows that it shall not ask for, accept, offer or give any benefits other than those stipulated in the Lease Agreement from or to the other party or its handlers or other relevant personnel, including without limitation any related preemptive rightbut not limited to explicit discount, right of subrogation and right of prior consent. 8hidden discount, cash, gift cards, goods, securities, travel or other non-material benefits, etc. Party B legally owns However, if such benefits are the Pledged Shares and has trade practice or common practice, they shall be expressly stated in the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Lease Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1Party B represents and warrants to Party A, as of the date of execution hereof, the truth and correctness of the following matters: (I) Legal establishment and existence of the company: Party B is a corporation limited by shares duly organized and validly existing under the Company Act of the ROC, and has obtained any and all licenses, approvals, permits and other certifications required for operating its business activities. Party B does not effectively resolve to dissolve, liquidate, voluntarily apply for bankruptcy, settlement or reconstruction, nor has a court ordered in accordance with relevant laws that it dissolve, settle, reconstruct or bankrupt, nor have competent authorities ordered in accordance with relevant laws the cessation of its business, its dissolution, the revocation of its permit for establishment or the cancellation of its business license. (II) The authorized capital and paid-in capital: The authorized capital and paid-in capital of Party B are set forth in Article 2 hereof. As of the date of execution hereof, the issued shares of Party B have all been duly authorized and issued, and the capital has been fully paid. Except for the pledge hereunderthose set forth in Article 2 hereof, Party B has does not created and will not create issue any equity securities, nor does it issue, release, or enter into any other pledge options, warrants, convertible or right limitation over exchangeable securities, pre-emptive rights, rights of first refusal, legally-binding commitments for the Pledged Sharesacquisition of Party B’s shares, nor does it commit or provide any interests of participation or similar rights to let any party acquire the rights and interests as Party B’s common stock shareholders. Party B has no obligation to acquire its shares by redemption, buy-back or any other method. 2. Without (III) Resolutions of and authorization from the prior written consent board of Party Adirectors: As of the date of execution hereof, Party B shall not transfer the Pledged Shares. 3. In case board of any event that would affect the pledge held by Party A hereunder or the obligations directors of Party B has approved the Agreement and authorized the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate Chairman of the purpose board of this Agreement, Party B shall take directors or its designated person to execute the actions reasonably considered necessary by Party A with might and main, including registration Agreement on behalf of the share pledge herein, and execute the documents that Party A is deemed as necessarycompany. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1. Except for the pledge hereunder, 2.1 Party B has not created is a duly organized legal person and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it validly existing under the laws of the PRC place of its incorporation or establishment (or a branch legally authorized by a legal person). Party B has valid business license and assets, and conduct legal business. 2.2 Party B has all the requisite power to fulfill rights and obligations under the Contract. 2.3 Signing and execution of the Contract will not disobey or conflict with any laws and regulations which Party B should obey; execution of the Contract will not cause Party B to disobey any other contracts or documents and bylaws which approve Party B’s establishment. 2.4 All the materials provided by Party B to Party A are authentic, accurate and integrated without any concealment or any material debt that is not disclosed to Party A. 2.5 It is authentic, legitimate, valid and undisputable for the relationship of debts and credits originating from any Purchase and Sale Service Contract based upon which Account Receivables transferred from Party B to Party A exist. 2.6 No provisions in any Purchase and Sale Service Contract will prohibit assignment of Account Receivables. 2.7 The ownership of the Account Receivables transferred from Party B to Party A is clean and unencumbered without any pledge for a third party or other priority claims. 2.8 When the Contract becomes effective, there does not exist any pending litigation, arbitration or other potential material dispute that are against Party B and may affect the pledge held trigger objectively disadvantaged effects on Party B in any manner. 2.9 The most updated financial statements provided by Party A hereunderare made in accordance with applicable Chinese laws and ordinances as well as accounting standards, including without limitation any related preemptive rightwhich integratedly, right authentically and fairly reflect financial situation and achievements as of subrogation and right certain financial period. After the date of prior consentthe financial statements, business or financial status of Party B shall not materially change in a disadvantaged manner. 82.10 The purpose for the Factoring Account No. 1406040819600040756 opened by Party B under the services of Party A is to collect relevant Account Receivables and deduct both principle and interests of factoring financing. Without Party A’s consent, Party B is not allowed to withdraw any amount from the Factoring Account or issue an order of payment from such Factoring Account. 2.11 Party B vests in Party A’s conduct daily supervision over the Factoring Account, including, but not limited to, the acknowledgement and record of the capital income and payment of such Factoring Account and assist Party A to verify each collected payment. 2.12 In the following events, Party A is authorized to directly deduct corresponding principal and interest and other related fees: (1) As of the Settlement Day as specified in the Contract, Party B fails to pay off interest due; (2) As of the financing maturity day (including when Party A declares an acceleration of maturity), Party B fails to pay the total principal and interest of the financing capital; (3) The corresponding Account Receivables of the financing paid reach the Factoring Account in advance. 2.13 In the event that as of the financing maturity day, the amount in the Factoring Account is not enough to pay off the corresponding factoring principle and interest, Party A is authorized to deduct the respective amount from any account of Party B opened under services of Party A or in other branches of Industrial and Commercial Bank of China Limited to pay off all the principle and interest of the financing loan and other due fees. This Article will be inapplicable to Non-recourse Factoring save that Party A notices Party B to buyback the Account Receivables in accordance with Article 6.3 of the Contract. 2.14 The purpose of financing under the Contract is purchase of raw materials. Party B legally owns is not allowed to use the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreementfinancing capital for other purposes. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 113.2.1 Party B is a legal person/other organization legally established and validly existing in accordance with relevant laws and regulations of China. Except It has the necessary civil capacity and performance capacity to sign and perform this Contract, and can independently bear civil liabilities; 13.2.2 Party B has taken all necessary internal measures and has obtained all the necessary rights and approvals for the pledge hereundersigning and performance of this Contract. Their authorized representatives who sign this Contract have obtained legal authorization; 13.2.3 Before this transfer, Party B has not created owns legal, complete and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate valid ownership of the purpose of this Agreementleased items, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer the leased items to Party A according to the Contract; Party B guarantees that the leased items are not being seized or otherwise dispose of detained by judicial or administrative authorities during the Pledged Shares or any portion thereoftransfer. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default leased items or failure to perform any part of them have not been transferred to any third party in any way and are not bound by third-party rights (including but not limited to ownership, security interest and usufructuary right, etc.); any contract, rights, and obligations between Party B and other third parties do not affect the performance effectiveness of this Agreement on Contract. If any third party claims rights to the part of Party Bleased items and thereby causes legal disputes, Party B shall bear relevant responsibilities. If Party A shall have the right to file an indemnity to Party B for its suffers losses arising therefrom, Party B shall bear corresponding liability; 13.2.4 Party B's signing and performance of this Contract will not violate any laws, regulations, articles of association or any contract or agreement with any third party; 13.2.5 Before the signing of the Contract, Party B guarantees to provide Party A with true and accurate financial statements and asset lists, and guarantees to fully disclose to Party A the circumstances that involve its assets or rights and may affect the performance of the Contract including mortgage, pledge, litigation, arbitration and administrative penalty; 13.2.6 Within the validity period of this Contract, Party B shall submit a set of originals of the following statements and reports to Party A within 15 working days after completing them: (1) Annual financial statements; (2) Half-year financial statements; (3) Quarterly financial statements; (4) The year-end audit report issued by the accounting firm. 13.2.7 Before completion of all the obligations of this Contract, Party B shall obtain Party A's written consent in advance if Party B intends to carry out asset reorganization, equity acquisition, asset transfer and other activities that may affect realization of Party A’s rights and interests; 13.2.8 Party B guarantees that if it involves any major breach of contract, litigation, arbitration, administrative punishment, restrictive measures such as seizure, detention or freezing of assets, it shall notify Party A in writing within three working days from the date of occurrence of such events, and shall take corresponding measures to prevent such events from causing adverse effects on Party A's rights and interests; 13.2.9 Party B shall ensure that the leased items are used only for legitimate and rightful commercial purposes and may not be used for any illegal purpose.

Representations and Warranties of Party B. 1. Except for the pledge hereunder, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available represents and warrants to it Party A as follows: (a) Party B is a corporation duly organized, validly existing and in good standing under the laws of the PRC that may affect Hong Kong Special Administrative Region of the pledge held by Party A hereunder, including without limitation any related preemptive right, right People’s Republic of subrogation and right of prior consent. 8China (“Hong Kong”). Party B legally owns the Pledged Shares has submitted to Party A a valid, true and complete copy of its certificate of incorporation. (b) Each of Party B and its Affiliates has the right taken all appropriate and necessary corporate action to pledge, transfer (i) empower its duly authorized representative whose signature is affixed hereto or otherwise dispose thereto to sign this Contract and all of the Pledged Shares contracts contemplated herein to which it is a party, (ii) authorize the execution and delivery of this Contract and all of the contracts contemplated herein to which it is a party, and (iii) authorize the performance and observance of the terms and conditions hereof and thereof. (c) Each of Party B and its relevant Affiliates has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the contracts referred to herein to which it is a party; provided, however, that this Contract shall be subject to the approval of the Examination and Approval Authority before the same may become effective. (d) Upon the approval of the Examination and Approval Authority, this Contract shall constitute the legal, valid and binding obligation of Party B enforceable against Party B in accordance with its terms. (e) Party B’s or its relevant Affiliates’ execution, delivery and performance of this Contract or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date other contracts contemplated herein will not violate any of their constitutive documents, any other agreement or obligation of Party B or its relevant Affiliates, or currently effective law, regulation or decree of the State of Nevada that may be applicable to any aspect of the transactions contemplated hereunder. (f) No litigation, arbitration or administrative proceeding is currently taking place or pending or, to the best knowledge of Party B or its relevant Affiliates, threatened against Party B or its relevant Affiliates that would have a material adverse impact on Party B’s ability to enter into or perform its obligations under this Agreement. Furthermore, neither Party B nor any of its relevant Affiliates is in violation of any law, regulation, government directive whether having force of law or not, or in default under any judgment, order, authorization, agreement or obligation applicable to the business of Party B or its relevant Affiliates that would have a material adverse impact on Party B’s ability to enter into or perform its obligations under this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1. Except Party B hereby represents and warrants to Party A as follows: (a) Party B is company duly organized, validly existing and in good standing under the laws of Hong Kong SAR. (b) Party B has full legal capacity to execute and deliver this Contract and all of the agreements and documents referred to in this Contract to which it is a Party and to observe and perform its obligations hereunder and thereinafter. (c) Party B has taken all appropriate and necessary corporate actions to authorize the execution and delivery of this Contract and all of the agreements and documents referred to in this Contract to which it is a Party and to authorize the performance and observance of the terms and conditions hereof and thereof. (d) Party B has obtained all consents, approvals and authorizations necessary for the pledge hereundervalid execution and delivery of this Contract and all of the agreements and documents referred to in this Contract to which it is a Party and to observe and perform its obligations hereunder and thereinafter provided, however that this Contract is subject to the approval of the Approval Authority before the same may become effective. (e) Except as disclosed in this Article 3.2(e) and in Schedule B, Party B has not created and will not create established any business, whether in the form of a wholly-owned subsidiary, joint venture company or other pledge type of business entity or right limitation over arrangement, in any part of the Pledged Shares. 2PRC, which competes with the Products for sale in the PRC, except as otherwise permitted by this Contract. Without the prior written consent of Party AExcept as disclosed in Schedule B, Party B shall has not transfer sold any similar products which compete with the Pledged Shares. 3Products to any original equipment manufacturer (OEM) of automotives located in any part of the PRC. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage acknowledges A123 has three wholly-owned subsidiaries in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership existing as of the signature date of this AgreementContract, namely A123 Systems Energy Materials (Changzhou) Co. Ltd., A123 Systems Energy Technology (Changzhou) Co. Ltd. and A123 Systems Energy Technology (Zhenjiang) Co. Ltd. Party B agrees that the operation of these three subsidiaries will be in compliance with Article 22 herein. 9. (f) The representations made by Party B undertakes to comply with in this Article 3.2 are true, accurate, complete and perform not misleading in all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrommaterial respects.

Representations and Warranties of Party B. 1. All reports, documents and information provided by Party B to Party A before, at and after the date of this Agreement in respect of the Pledgor and all matters required under this Agreement are true and correct in all material aspects at of the date of this Agreement. 2. Upon signing this Agreement, Party B is the sole legal owner of the Pledged Shares, which ownership is free from any dispute, and Party is entitled to dispose all or any part of the Pledged Shares. 3. The Pledged Shares may be legally pledged and transferred, and Party B has sufficient rights and powers to pledge the Pledged Shares in favor of Party A under this Agreement. 4. Except for the pledge provided hereunder, Party B has not created and and, without Party A’s prior written consent, will not create impose any other pledge or right limitation over encumbrance on the Pledged Shares. 25. Party B shall be responsible for recording the share pledge arrangement contemplated hereunder (the “Share Pledge”) on the register of members of the Company on the date of this Agreement. 6. Execution, delivery and performance of this Agreement will not violate or conflict with all laws then applicable to Party B, or any of the agreements to which Party B is a party or is binding upon its assets, or any court judgments, arbitration awards, or administrative orders. 7. Party A may dispose the Pledged Shares as provided under this Agreement. 8. Without the prior written consent of Party A, Party B shall may not transfer the Pledged Shares. 39. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify be in compliance with all laws and regulations applicable to the Share Pledge, deliver to Party A. A all notices, orders or comments relating to the Share Pledge issued or prepared from relevant agencies within five days upon its receipt of the same and, at reasonable request or consent of Party B shall not engage in A, comply with such notices, orders or permit comments. 10. Upon occurrence of any act that actions, arbitrations or other claims which may have an adverse effect on the obligations interests of Party B or Party A under the Exclusive Purchase Agreement and this Agreement or the Operating Company under Pledged Shares, Party B warrants to promptly notify Party A of such occurrence and, at reasonable request of Party A, take all measures necessary to safeguard Party A’s rights and interests upon the Pledged Shares. 11. During the term of this Agreement, Party A will not be liable for any impairment of the Exclusive Support Services AgreementPledged Shares, the Exclusive Option Agreement and Party B may not make any claim or the Proxy Agreement request against Party A for such impairment, unless it is directly caused by Party A’s willful conduct or material negligence. 412. Without the With prior written consent of Party A, Party B may increase the share capital of the Company, provided that the share capital so increased will form part of the pledge contemplated hereunder. 13. With prior written consent of Party A, Party B may be entitled to dividend distributable from the Pledge Shares. Such dividends shall be deposited into an account designated by Party A, under custody of Party A and form part of the pledge contemplated hereunder. 14. Party B shall notify Party A immediately of any occurrence which affects Party A’s rights and interests upon the pledge or Party B’s warranties or other obligations under this Agreement. 15. Party B has not engage in any act that may affect the status and, without written consent of its assetsParty A, including without limitation will not make any borrowing, guarantee provide any security, purchase or acquisition or disposal of sell any material assets, or take any other action which may have material effect upon the assets conditions of the Company. 516. Party B warrants that Party A’s rights and interests upon the pledge held by Party A hereunder provided under this Agreement will not be free from any interference interfered or damage damaged by Party B, or its successorssuccessor, representatives representative or any other third party. 617. For the effectuate Each of the purpose Pledgors agrees to be jointly and severally liable to Party A for any default by any other Pledgors. Upon occurrence of any default event, Party A may dispose any of the Pledged Shares of any Pledgor as provided under this Agreement, . 18. Party B shall will make best efforts to take the any actions reasonably considered and sign any documents deemed necessary to consummate this Agreement by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessaryin good faith. 719. Party B hereby expressly waive any right of the rights it may available to it have under the laws of the PRC that which may affect Party A’s rights and interests upon the pledge held by Party A hereunder, under this Agreement (including without limitation any related preemptive rightright of first refusal, right of subrogation and or right of prior consent). 820. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes warrants to comply with and perform all the guaranteesundertakings, commitmentscovenants, agreements, representations and terms contained hereinof this Agreement. In the event of If Party B defaults or fail to perform this Agreement in whole, Party A may hold Party B liable for any loss arising from such default or failure failure. 21. All of the warranties provided by Party B under Clause II are subject to perform applicable laws and regulations of the PRC. If any part of this Agreement on the part conflict occurs between any of Party B’s warranties and the laws and regulations of the PRC, Party A such warranty shall have the right to file an indemnity to be null and void, for which Party B for its losses arising therefromwill not be held liable.

Representations and Warranties of Party B. 1. Except for the pledge hereunder, 2.1 Party B has not created is a duly organized legal person and will not create any other pledge or right limitation over the Pledged Shares. 2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary. 7. Party B hereby expressly waive any right may available to it validly existing under the laws of the PRC place of its incorporation or establishment (or a branch legally authorized by a legal person). Party B has valid business license and assets, and conduct legal business. 2.2 Party B has all the requisite power to fulfill rights and obligations under the Contract. 2.3 Signing and execution of the Contract will not disobey or conflict with any laws and regulations which Party B should obey; execution of the Contract will not cause Party B to disobey any other contracts or documents and bylaws which approve Party B’s establishment. 2.4 All the materials provided by Party B to Party A are authentic, accurate and integrated without any concealment or any material debt that is not disclosed to Party A. 2.5 It is authentic, legitimate, valid and undisputable for the relationship of debts and credits originating from any Purchase and Sale Service Contract based upon which Account Receivables transferred from Party B to Party A exist. 2.6 No provisions in any Purchase and Sale Service Contract will prohibit assignment of Account Receivables. 2.7 The ownership of the Account Receivables transferred from Party B to Party A is clean and unencumbered without any pledge for a third party or other priority claims. 2.8 When the Contract becomes effective, there does not exist any pending litigation, arbitration or other potential material dispute that are against Party B and may affect the pledge held trigger objectively disadvantaged effects on Party B in any manner. 2.9 The most updated financial statements provided by Party A hereunderare made in accordance with applicable Chinese laws and ordinances as well as accounting standards, including without limitation any related preemptive rightwhich integratedly, right authentically and fairly reflect financial situation and achievements as of subrogation and right certain financial period. After the date of prior consentthe financial statements, business or financial status of Party B shall not materially change in a disadvantaged manner. 82.10 The purpose for the Factoring Account No. 1406040819600040756 opened by Party B legally owns under the Pledged Shares services of Party A is to collect relevant Account Receivables and has deduct both principle and interests of factoring financing. Without Party A’s consent, Party B is not allowed to withdraw any amount from the right to pledgeFactoring Account or issue an order of payment from such Factoring Account. 2.11 Party B vests in Party A’s conduct daily supervision over the Factoring Account, transfer or otherwise dispose including, but not limited to, the acknowledgement and record of the Pledged Shares or any portion thereof. capital income and payment of such Factoring Account and assist Party A to verify each collected payment. 2.12 In the following events, Party A is authorized to directly deduct corresponding principal and interest and other related fees: (1) As of the Settlement Day as specified in the Contract, Party B fails to pay off interest due; (2) As of the financing maturity day (including when Party A declares an acceleration of maturity), Party B fails to pay the total principal and interest of the financing capital; (3) The Pledged Shares are free from any dispute over ownership corresponding Account Receivables of the financing paid reach the Factoring Account in advance. 2.13 In the event that as of the signature date of this Agreement. 9. Party B undertakes financing maturity day, the amount in the Factoring Account is not enough to comply with pay off the corresponding factoring principle and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party Binterest, Party A shall have is authorized to deduct the right to file an indemnity to respective amount from any account of Party B for its losses arising therefrom.opened under services of Party A or in other branches of Industrial and Commercial Bank of China Limited to pay off all the principle and interest of the financing loan and other due fees. This Article will be inapplicable to Non-recourse Factoring save that Party A notices Party B to buyback the Account Receivables in accordance with Article 6.3

Representations and Warranties of Party B. (1. Except for the pledge hereunder, ) Party B is a legal entity that has been duly established according to the laws and regulations of China and they are validly and legally in existence and also operating normally in accordance with the laws and regulations of China. Signing this Contract and fulfilling all of its obligations stipulated herein by Party B shall not created and contravene or result in the violation of or constitute a failure to fulfill or an inability to fulfill any of the stipulations in any laws, regulations, stipulations, any authorization or approval from any government body or department or the stipulations of any contract or agreement that Party B is a party to or is bound by; (2) Party B will not create take any other pledge action after the Signing Date that will cause any adverse impact on the JV Company or right limitation over the Pledged Shares.business of the JV Company; 2. Without (3) Party B hereby irrevocably undertakes that in the prior event that Party B violates any obligation or responsibility hereunder from the Signing Date of this Contract, upon the written consent request of Party AA and subject to Approval Authorities’ approval, Party B shall not be obligated to transfer all of its Equity Interest in the Pledged Shares. 3. In case JV Company to Party A in accordance with law within thirty (30) days after the receipt of any event that would affect Party A’s written request at the pledge held price evaluated by evaluation agency appointed by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B (such price shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6less than RMB24,500,000). For the effectuate of the purpose of this Agreementitem (3), Party B shall agrees promptly to take all actions and to sign all documents, and to procure its appointees on the Board of Directors to take promptly all actions reasonably considered necessary by and sign all documents, including, without limitation, to pass Board resolutions approving such transfer and any amendments to this Contract and the Articles of Association and to procure approvals of the Approval Authorities regarding such transfer and any amendments to this Contract and the Articles of Association, that are required to effect such transfer of the Equity Interests to Party A with might and main, including registration of in the share pledge herein, and execute the documents that Party A is deemed as necessaryJV Company pursuant to PRC laws. 7. (4) All information and facts relating to Party B hereby expressly waive any right may available to it under that is in the laws possession of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent. 8. Party B legally owns the Pledged Shares and has the right or is known to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with which will have a substantive and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement adverse effect on the part of Party B, ’s ability to fulfill any of its obligations under this Contract or when disclosed to Party A shall have a substantive effect on the right willingness of Party A to file an indemnity sign and fulfill its obligations under this Contract, have been disclosed to Party A and the information provided by Party B for to Party A does not contain any representation that is untrue or misleading; (5) The execution and delivery of this Contract by Party B has been duly authorized and, upon the Effective Date, this Contract shall be legally binding on him; and (6) no lawsuit, arbitration, other legal or administrative proceeding or governmental investigation is in progress nor, to the best of Party B’s knowledge, threatened against him which would materially affect its losses arising therefromability to enter into or perform its obligations under this Contract.

Representations and Warranties of Party B. 1Party B hereby represents and warrants to Party A as follows: 4.1 Party B has the power to enter into this Agreement and perform this Agreement. Except Party B has duly obtained all the necessary approvals or authorizations for the pledge hereunderexecution and performance of this Agreement; 4.2 the execution and performance of this Agreement by Party B will not result in (i) a breach of any laws or regulations or any governmental approval, authorization, notice or other government documents binding or affecting Party B; (ii) a breach of any agreement entered into with any third party or any undertaking provided to any third party by Party B; or (iii) constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any note, bond, mortgage, deed of trust, security interest, indenture, licence, contract, agreement, plan or other instrument or obligation (each, an Obligation and collectively, Obligations) to which Party B is a party or by which its property or assets may be bound or affected; 4.3 this Agreement, when executed and delivered by Party A, constitutes the legal, valid and binding obligation of Party B, which is enforceable against Party B in accordance with its terms; 4.4 except for the Equity Pledge Agreement, dated July 20th, 2007, between Heze Cablecom Network Technology Co., Ltd(WFOE) and Party B (Equity Pledge Agreement) and the Equity Option Agreement, Party B has not (i) created and will not create any pledge, charge or any other pledge security over Party B’s Equity Interest; (ii) offered to transfer Party B’s Equity Interest to any third party; (iii) issued an undertaking to any third party regarding any offer to purchase Party B’s Equity Interest; or right limitation over the Pledged Shares.(iv) entered into any agreement to transfer Party B’s Equity Interest with any third party; 2. Without the prior written consent of Party A4.5 no dispute, action, arbitration, administrative procedure or other legal proceeding regarding Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by and/or Party A hereunder B’s Equity Interest is in existence, and no potential dispute, action, arbitration, administrative procedure or the obligations of other legal proceeding regarding Party B and/or Party B’s Equity Interest is pending; 4.6 there is no contractual agreement that is binding on Party B or may affect Party B’s assets, and the Operating Company under no enforceable court judgment or order that may prevent him from executing or performing this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an any material adverse effect on the obligations execution or performance of Party B and the Operating Company under this Agreement, ; 4.7 the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose execution and performance of this Agreement, Party B shall take the actions reasonably considered necessary and realization of any right by Party A with might and mainunder this Agreement will not contravene any lien, including registration contract, judgment, order or law which is binding on Party B or Party B’s assets in a manner that would have a material adverse effect upon the ability of the share pledge herein, and execute the documents that Party A is deemed as necessary.to perform its obligations hereunder; and 7. 4.8 all documents, materials and certificates provided by Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunderhereunder are correct, including without limitation any related preemptive righttrue, right of subrogation complete and right of prior consentvalid. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.

Representations and Warranties of Party B. 1Party B hereby represents and warrants to Party A as follows: 4.1 Party B has the power to enter into this Agreement and perform this Agreement. Except Party B has duly obtained all the necessary approvals or authorizations for the pledge hereunderexecution and performance of this Agreement; 4.2 the execution and performance of this Agreement by Party B will not result in (i) a breach of any laws or regulations or any governmental approval, authorization, notice or other government documents binding or affecting Party B; (ii) a breach of any agreement entered into with any third party or any undertaking provided to any third party by Party B; or (iii) constitute (with or without due notice or lapse of time) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any note, bond, mortgage, deed of trust, security interest, indenture, licence, contract, agreement, plan or other instrument or obligation (each, an Obligation and collectively, Obligations) to which Party B is a party or by which its property or assets may be bound or affected; 4.3 this Agreement, when executed and delivered by Party A, constitutes the legal, valid and binding obligation of Party B, which is enforceable against Party B in accordance with its terms; 4.4 except for the Equity Pledge Agreement, dated July 20th, 2007, between Heze Cablecom Network Technology Co., Ltd(WFOE) and Party B (Equity Pledge Agreement) and the Equity Option Agreement, Party B has not (i) created and will not create any pledge, charge or any other pledge security over Party B’s Equity Interest; (ii) offered to Loan Agreement transfer Party B’s Equity Interest to any third party; (iii) issued an undertaking to any third party regarding any offer to purchase Party B’s Equity Interest; or right limitation over the Pledged Shares.(iv) entered into any agreement to transfer Party B’s Equity Interest with any third party; 2. Without the prior written consent of Party A4.5 no dispute, action, arbitration, administrative procedure or other legal proceeding regarding Party B shall not transfer the Pledged Shares. 3. In case of any event that would affect the pledge held by and/or Party A hereunder B’s Equity Interest is in existence, and no potential dispute, action, arbitration, administrative procedure or the obligations of other legal proceeding regarding Party B and/or Party B’s Equity Interest is pending; 4.6 there is no contractual agreement that is binding on Party B or may affect Party B’s assets, and the Operating Company under no enforceable court judgment or order that may prevent him from executing or performing this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an any material adverse effect on the obligations execution or performance of Party B and the Operating Company under this Agreement, ; 4.7 the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement . 4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets. 5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party. 6. For the effectuate of the purpose execution and performance of this Agreement, Party B shall take the actions reasonably considered necessary and realization of any right by Party A with might and mainunder this Agreement will not contravene any lien, including registration contract, judgment, order or law which is binding on Party B or Party B’s assets in a manner that would have a material adverse effect upon the ability of the share pledge herein, and execute the documents that Party A is deemed as necessary.to perform its obligations hereunder; and 7. 4.8 all documents, materials and certificates provided by Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunderhereunder are correct, including without limitation any related preemptive righttrue, right of subrogation complete and right of prior consentvalid. 8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement. 9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.