Common use of Representations and Warranties of Pledgors Clause in Contracts

Representations and Warranties of Pledgors. Each of the Pledgors hereby represents and warrants to the Pledgee that: 7.1 it has full legal capacity and the lawful right and capability to execute this Agreement and to be bound by the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the The Pledgors hereby represents each represent and warrants warrant to the Pledgee that: 7.1 it has The Pledgors are PRC citizens with full capacity or limited liability companies duly registered and validly existing under the PRC Laws with independent legal capacity personality, and the lawful right have legal rights and capability powers to execute enter into this Agreement and to be bound by the bear legal obligations under this Agreementthereunder. 7.2 all All reports, documents and information provided by it the Pledgors to the Pledgee with respect prior to the effective date hereof regarding the Pledgors and all matters required prescribed under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects true, accurate and complete as of the effective date of this Agreementhereof. 7.3 all All reports, documents and information provided by it the Pledgors to the Pledgee with respect subsequent to the effective date hereof regarding the Pledgors and all matters required prescribed under this Agreement subsequent to the effective date of this Agreement will be true and valid are in all material aspects as at the time of such provisiontrue, accurate and complete when they are provided. 7.4 it is As of the effective date hereof, the Pledgors are the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement Interests, and there is are no pending currently existing dispute with respect to on the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or Interests. The Pledgors have the right to dispose of any part thereofand all of such Pledged Equity Interests. 7.5 save for Other than the encumbrances security interests created pursuant this Agreement hereunder and the rights provided created under the Transaction Documents, the Pledged Equity Interests are free from Interest has no other security interests or third party interests or any other encumbrances, third party rights or restrictions. 7.6 the The Pledged Equity Interests are not prohibited from being may be lawfully pledged or transferred lawfullyand transferred, and it has the Pledgors have full rights and power powers to pledge the Pledged Equity Interests to the PledgeePledgee in accordance herewith. 7.7 this This Agreement, upon due execution once duly executed by itthe Pledgors, will constitutes its legal their legal, valid and binding obligations, enforceable against itobligations . 7.8 all All consents, approvalspermissions, waivers, authorizations from any third party or any permits, approvals, licenses, waivers of from or any registration registrations or filings with any government authority (if required by in accordance with laws) with any governmental authority required necessary for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement Pledge hereunder have been obtained or completed (except the pledge registration with the administration of industry and commerce, which will be handled as soon as reasonably possible following the execution of this Agreement) and will remain fully valid in full during the effective term of this Agreement. 7.9 the The Pledgors’ execution and performance of its obligations under this Agreement will does not result in a breach of violate or contravene any agreement applicable laws, any agreements to which it is they are a party or by which it or its assets are bound, or result in a breach of any judgment of any courtbinding upon their assets, any award court judgments, any rulings of any arbitration bodyagencies, or any decision decisions of any administrative agency to which it is a partyauthorities. 7.10 The pledge hereunder shall constitute the Equity Pledge constitutes a first ranking security over interest upon the Pledged Equity Interests. 7.11 all All taxes and charges costs payable for the creation acquisition of the Pledged Equity Interests have been fully paid by itthe Pledgors. 7.12 there is There are no suits, legal proceedings or claims pending or, to its the Pledgors’ knowledge, threatened suits, proceedings against the Pledgors or claims against it, its their assets or the Pledged Equity Interests Interests, either before any courtcourt or arbitration tribunal, arbitration authority, or before any government department departments or administrative agency authorities, which may have a material or adverse effect on its the Pledgors’ economic conditions or the Pledgors’ their ability to perform the obligations under this Agreement or to discharge its obligation of guaranteethe guaranty obligations. 7.13 it warrants The Pledgors hereby warrant to the Pledgee that the above representations and warranties are will remain true, accurate and shall remain true and accurate complete and will be fully complied with at all times any time and under all any circumstances until the discharge of the all Contractual Obligations are fully performed or repayment of the Secured Indebtedness in fullare fully repaid. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each As of the Pledgors date of this Agreement, each Pledgor and Party C hereby represents severally but not jointly represent and warrants warrant to the Pledgee that: 7.1 it 5.1 Pledgor is a PRC citizen with full capacity to conduct or a legal entity duly established under the PRC laws, and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may sue or be sued as an independent party; Party C is a company limited by shares duly registered and lawfully existing under the lawful PRC laws, and has independent legal person status, and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may sue or be sued as an independent party. 5.2 Unless otherwise provided in the Transaction Documents, Pledgor is the sole legal and beneficial owner of the Pledged Shares. Pledgee shall have the right to dispose of and capability transfer the Pledged Shares in accordance with the provisions set forth in this Agreement. As of the effective date of this Agreement, Pledgor is the legal owner of the Pledged Shares, and there are no existing or potential disputes known to Pledgor in relation to the ownership of the Pledged Shares. 5.3 Pledgor and Party C have full power, capacity and authority to execute and deliver this Agreement, and perform their obligations hereunder. When duly executed, this Agreement shall constitute legal, valid and to be bound by binding obligations of Pledgor and Party C, enforceable against them in accordance with its terms. 5.4 Except for the legal obligations under Pledge stipulated in this Agreement, Pxxxxxx has not placed any security interests or other encumbrances on the Pledged Shares. The Pledge hereunder shall constitute the first-ranking security interest over the Pledged Shares. 7.2 all 5.5 All reports, documents and information provided by it Pledgor and Party C to Pledgee prior to the Pledgee with respect to the Pledgors effectiveness of this Agreement regarding Pledgor and Party C and all matters required under this Agreement prior to the effective date of by this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all 5.6 All reports, documents and information provided by it Pledgor and Party C to Pledgee subsequent to the Pledgee with respect to the Pledgors effectiveness of this Agreement regarding Pledgor and Party C and all matters required under by this Agreement subsequent to the effective date of this Agreement will be are true and valid in all material aspects as at the time of such provisionwhen they are provided. 7.4 it is 5.7 Pledgor and Party C have obtained all consents and approvals from governmental authorities and third parties (if required) in connection with the sole execution, delivery and legal owner of the respective Pledged Equity Interests as of the effective date performance of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereofAgreement. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents5.8 The execution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach not: (1) cause any violation of any agreement applicable PRC laws; (2) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (3) cause the violation of any contracts or instruments to which any of them is a party or by which any of them is bound, or constitute any breach under any contracts or instruments to which any of them is a party or by which any of them is bound; (4) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; (5) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them; or (6) cause a violation of all applicable laws, any agreements to which it is a party or by which it or its assets are boundis bound on their assets, or result in a breach of any judgment of by any court, any arbitration award of by any arbitration body, agency or any decision of by any administrative agency to which it is a partyagency. 7.10 5.9 There is no pending or, to the Equity Pledge constitutes a first ranking security over knowledge of the Pledgor, threatened litigation, legal proceeding or claim in any court or any arbitral tribunal against Pledgor, or its property, or the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 Shares, there is no pending or, to its knowledgethe knowledge of Pledgor, threatened suitslitigation, proceedings legal proceeding or claims claim by any governmental or administrative authority against itPledgor, or its assets property, or the Pledged Equity Interests before any courtShares, arbitration authority, government department or administrative agency which may have shall be of material or adverse detrimental effect on the economic condition of Pledgor or its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guaranteethe obligations and the guarantee liabilities hereunder. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby represents and warrants to the Pledgee thatthat as the date hereof: 7.1 it It is a PRC citizen, limited liability partnership or limited liability company, has full legal capacity powers and the lawful right and capability authorities requisite to execute enter this Agreement and to be bound by perform the legal obligations under this Agreementhereunder. 7.2 all All reports, documents and information provided by it to the Pledgee with respect to regarding the Pledgors and all matters required under subject matter of this Agreement prior to the effective date of this Agreement hereof are true and accurate in all material aspects true and accurate as of the effective date of this Agreementhereof. 7.3 all All reports, documents and information provided by it to the Pledgee with respect to regarding the Pledgors and all matters required under this Agreement subsequent to the effective date subject matter of this Agreement will after the date hereof shall be true and valid in all material aspects true and accurate as at of the time of such provisiondate thereof. 7.4 it It is the sole and legal owner of the respective Pledged Equity Interests as of Interest which ownership is subject to no challenge or dispute, and has the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled right to dispose any and all of the such Pledged Equity Interests or any part thereofInterest. 7.5 save for Other than the encumbrances security interest created pursuant this Agreement hereunder and the rights provided any other right created under the any other Transaction DocumentsDocument, the Pledged Equity Interests are free from Interest has no security interest or any other encumbrances, third party rights interest or restrictionsrestriction. 7.6 the The Pledged Equity Interests are not prohibited from being pledged or transferred lawfullyInterest may be legally assignable and transferrable, and it has full rights and power powers to pledge assign and transfer the Pledged Equity Interests Interest to the PledgeePledgor. 7.7 this This Agreement, upon due execution once duly executed by it, constitutes its legal legal, valid and binding obligations, enforceable against itobligation. 7.8 all All consents, approvalslicenses, waivers, authorizations from any third party or any permits, approvals, licenses, waivers of or any registration from or filings (if required by laws) with any governmental government authority required for the execution necessary to execute, deliver and performance of this Agreement and the Plegded Equity Interests under perform this Agreement have been obtained or completed and will remain be fully valid in full during the effective term of this Agreement. 7.9 the execution Its execution, delivery and performance of its obligations under this Agreement will not result in a is no breach of and has no conflict with any applicable law, agreement to which it is a party or by which binding upon it or any of its assets are boundassets, judgment from any court or arbitration authority, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of from any administrative agency to which it is a partyauthority. 7.10 The Pledge is the Equity Pledge constitutes a first ranking security over interest upon the Pledged Equity InterestsInterest. 7.11 all All taxes and charges levies payable for the creation receipt of the Pledged Equity Interests Interest have been fully paid by it. 7.12 there There is no pending or, to its knowledge, threatened suitsclaims, suits or proceedings or claims against it, its assets or the Pledged Equity Interests Interest before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guaranteethe security obligations. 7.13 it It warrants hereby to the Pledgee Pledgor that the above representations and warranties are and shall remain true and true, accurate and will be fully complied with at all times as of the date hereof and under all circumstances until the discharge upon full performance of the Contractual Obligations or repayment payment of the Secured Indebtedness in fullsecured Indebtedness. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Administrative Agent and the Lenders that: 7.1 it has full legal capacity (a) such Pledgor is, and at the time of delivery of the Pledged Shares to the Administrative Agent will be, the sole holder of record and the lawful right sole beneficial owner of such Pledged Shares pledged by such Pledgor free and capability to execute clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement and any Permitted Liens; (b) all of the Pledged Shares issued by any Subsidiary of any Pledgor have been duly authorized, validly issued and are fully paid and non-assessable; (c) such Pledgor has the right and requisite authority to be bound pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it such Pledgor to the Pledgee Administrative Agent as provided herein; (d) none of the Pledged Shares issued by any Subsidiary of any Pledgor, has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; provided that no representation is made with respect to any transfer to the Pledgors Administrative Agent pursuant to the terms of this Agreement; (e) all of the Pledged Shares are, as of the date hereof, presently owned by such Pledgor, and, to the extent applicable, are presently represented by the certificates listed on Schedule I hereto or on the Pledge Amendment (as defined below), as the case may be. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares; (f) no consent, approval, authorization or other order or other action by, and all matters no notice to or filing with, any Governmental Authority or any other Person is required under for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement prior to or for the effective date execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement; provided that the approval of an Applicable Insurance Regulatory Authority may be required in connection with the exercise of remedies by the Administrative Agent, except, in each case, for compliance with the Act, those as have been obtained or made and are true in full force and accurate effect and recordings and filings in connection with the perfection of the Liens granted to the Administrative Agent hereunder; (g) each Subsidiary that is issuing Pledged Shares but that is not a corporation will not issue certificates to evidence its equity interests unless it has opted in to Article 8 under Section 8-103(c) of the UCC; (h) the Uniform Commercial Code financing statements containing a description of the Pledged Collateral, which have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent by the Pledgors for filing in each governmental office specified on Schedule II hereof, are all material aspects the filings that are necessary as of the effective date Restatement Effective Date to establish a legal, valid and perfected security interest in favor of the Administrative Agent in respect of all Pledged Collateral in which the security interest may be perfected by filing a financing statement under the Uniform Commercial Code; (i) the security interests granted in the Pledged Collateral pursuant to this Agreement (i) will create a legal and valid Lien and security interest in the Pledged Collateral in favor of the Administrative Agent for the benefit of the Secured Creditors, securing the payment of the Secured Obligations, and (ii) subject to the filings described in Section 5(h) constitute a perfected security interest in all Pledged Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code, and such Lien is prior to all other Liens other than Permitted Liens; (j) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity; and (k) the Pledged Shares issued to LOTS by the entities listed on Schedule I hereof, if any, constitute 100% of the issued and outstanding shares of stock or membership interests of such entities. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the 6.1. Pledgors hereby represents are PRC natural persons with full capacity for civil conducts, and warrants to the Pledgee that: 7.1 it has full legal capacity and the lawful right and capability are entitled to execute this Agreement and to be bound by the legal exercise rights and perform obligations under this Agreementherein. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests6.2. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the The execution and performance of this Agreement are based on the Pledgors’ true expression of intention, the Pledgors have already obtained all necessary lawful authorizations, and all obligations borne by the Plegded Equity Interests Pledgors under this Agreement are lawful, effective and enforceable. 6.3. The execution and performance of this Agreement shall not be in violation of or in contradiction with the articles of associations of the Target Company, internal regulations of the Target Company, any agreements between the Target Company and any third party and relevant PRC laws and regulations, the approvals, authorizations, consents, permissions of competent PRC government authorities or PRC courts’ decisions or verdicts. 6.4. Pledgors are the sole legal owner of the Pledged Equity Interest, and shall have been obtained the right to set the first priority to the Pledgee on the Pledged Equity Interest. 6.5. Except for the equity purchase right granted under this Agreement and the Exclusive Option Agreement executed by and among Pledgors, the Pledgee and the Target Company dated as of July 9, 2021, Pledgors have not created any other pledge or completed any other form of third-party rights on their equity interests. 6.6. The Pledged Equity Interest is free of any dispute of ownership, seizure, freezing, detention or supervision by any third party pursuant to the laws, and will remain valid is not exempted by any litigations, enforcements, compulsory measures or other legal proceedings. 6.7. Pledgors are not involved in full during any existing or potential event of default under this Agreement, and there is no such risk to the effective term best of Pledgors’ knowledge. There are no existing or continuously existing event of default under any contract to which the Pledgors are parties that may materially adversely affect the Pledgors, and there is no such risk to the best of Pledgors’ knowledge. 6.8. Pledgors have complied with and performed all relevant obligations provided in applicable PRC laws and regulations, and complied with all applicable authorizations and permissions. No conduct of Pledgors is in violation of any relevant PRC laws, regulations or rules or may cause material adverse effects to the validity, effectiveness, performance or enforceability of this Agreement. 7.9 6.9. To the execution and performance best knowledge of its obligations under this Agreement will not result in a breach of Pledgors, no legal or administrative proceeding has been initiated by any agreement to which it is a party courts, arbitral tribunals or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims governmental authorities against it, its assets Pledgors or the Pledged Equity Interests before any courtInterest, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or and there is no such risk to the best of Pledgors’ ability to perform this Agreement or to discharge its obligation of guaranteeknowledge. 7.13 it warrants hereby 6.10. All information (including documents, materials, statements and certificates) disclosed by Pledgors to the Pledgee that the above representations is true, complete, accurate, effective and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations reasonable, without any false or repayment of the Secured Indebtedness in fullmisleading information, or neglecting to disclose any material matters. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to to, and covenants with, the Pledgee thatCollateral Agent, for the benefit of the Secured Parties, as follows: 7.1 it (a) such Pledgor is the record and beneficial owner of, and has full legal capacity title to, the Pledged Shares which are listed on Exhibit A, and such shares are free and clear of all Liens whatsoever, except for Permitted Liens; (b) such Pledgor has the lawful power, authority and legal right and capability to execute this Agreement and to be bound by pledge the legal obligations under this Agreement. 7.2 all reports, documents Pledged Shares and information provided by it any additional Pledged Collateral to the Pledgee Collateral Agent, for the benefit of the Secured Parties; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles; (d) there are no outstanding options, warrants or other agreements with respect to the Pledgors Pledged Shares; (e) the Pledged Shares have been duly and all matters validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Capital Stock of such class of the Issuers specified on Exhibit A; (f) no consent, approval or authorization of or designation or filing with any Governmental Entity on the part of such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement prior to Agreement, or the effective date exercise by the Collateral Agent of the voting and other rights provided for in this Agreement are true and accurate except as may be required in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee connection with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose disposition of the Pledged Equity Interests or any part thereof.Collateral by laws affecting the offering and sale of securities generally; 7.5 save for (g) the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documentsexecution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement by such Pledgor will not violate any provision of (i) any applicable law, rule, regulation, order, judgment, writ, award or decree binding on such Pledgor, (ii) the charter or by-laws or Memorandum of Articles of Association of such Pledgor or any Issuer or of any securities issued by any Issuer or (iii) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Issuer is a party or to which such Pledgor or its assets is bound, and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the creation or imposition of any agreement Lien in any of the assets of such Pledgor or any Issuer except to which it is a party the extent otherwise permitted by this Agreement or by which it the Credit Agreement and except with respect to clauses (i) or its assets are bound(iii), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any Lien could not reasonably be expected to result in a breach of any judgment of any courtMaterial Adverse Effect; (h) the pledge, any award of any arbitration body, or any decision of any administrative agency assignment and delivery to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation Collateral Agent of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending orShares pursuant to this Agreement and the filing of UCC financing statements pursuant to the terms of the Security Agreement create a valid first priority Lien on and a first perfected security interest in the Pledged Shares and the Proceeds thereof, to its knowledgethe extent that such Pledged Shares may be perfected by filing a financing statement under the UCC or by such pledge, threatened suitsassignment and delivery, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge in favor of the Contractual Obligations or repayment Collateral Agent, for the benefit of the Secured Indebtedness Parties, subject to no prior Lien. Such Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in full. 7.14 it agrees to give and to the Pledgee or Pledged Shares and the entity/individual designated Proceeds thereof against the claims and demands of all persons whomsoever; (i) with respect to any certificates delivered to the Collateral Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Pledgee immediately Issuer or otherwise, or, if such certificates are not Securities, such Pledgor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; and (j) none of the Pledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any dividendsjurisdiction to which such issuance or transfer may be subject, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 except to the extent permitted by the PRC Lawsextent, it agrees to give to the Pledgee individually or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event aggregate, that the Company is required such issuance or transfer could not reasonably be expected to be dissolved or wound up as required by the compulsory provisions under the lawsresult in a Material Adverse Effect.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to to, and covenants with, the Pledgee thatSecond Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, as follows: 7.1 it (a) such Pledgor is the record and beneficial owner of, and has full legal capacity title to, the Pledged Shares which are listed on Exhibit A, and such shares are free and clear of all Liens whatsoever, except for Permitted Liens; (b) such Pledgor has the lawful power, authority and legal right and capability to execute this Agreement and to be bound by pledge the legal obligations under this Agreement. 7.2 all reports, documents Pledged Shares and information provided by it any additional Pledged Collateral to the Pledgee Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles; (d) there are no outstanding options, warrants or other agreements with respect to the Pledgors Pledged Shares; (e) the Pledged Shares have been duly and all matters validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Capital Stock of such class of the Issuers specified on Exhibit A; (f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement prior to Agreement, or the effective date exercise by the Second Priority Collateral Agent of the voting and other rights provided for in this Agreement are true and accurate except as may be required in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee connection with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose disposition of the Pledged Equity Interests or any part thereof.Collateral by laws affecting the offering and sale of securities generally; 7.5 save for (g) the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documentsexecution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement by such Pledgor will not violate any provision of (i) any applicable law, rule, regulation, order, judgment, writ, award or decree binding on such Pledgor, (ii) the charter or by-laws or Memorandum of Articles of Association of such Pledgor or any Issuer or of any securities issued by any Issuer or (iii) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Issuer is a party or to which such Pledgor or its assets is bound, and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the creation or imposition of any agreement Lien in any of the assets of such Pledgor or any Issuer except to which it is a party the extent otherwise permitted by this Agreement or by which it the Indenture and except with respect to clauses (i) or its assets are bound(iii), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any Lien could not reasonably be expected to result in a breach of any judgment of any courtMaterial Adverse Effect; (h) the pledge, any award of any arbitration body, assignment and delivery to the Second Priority Collateral Agent (or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation its Representative) of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, Shares pursuant to its knowledge, threatened suits, proceedings or claims against it, its assets or this Agreement and the filing of UCC financing statements pursuant to the terms of the Second Priority Security Agreement create a valid second priority Lien on and a perfected security interest in the Pledged Equity Interests before any courtShares and the Proceeds thereof, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted that such Pledged Shares may be perfected by filing a financing statement under the UCC or by such pledge, assignment and delivery, in favor of the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, subject to no prior Lien other than the Lien created in favor of the First Priority Collateral Agent. Such Pledgor covenants and agrees that it will defend the Second Priority Collateral Agent’s right, title and security interest in and to the Pledged Shares and the Proceeds thereof against the claims and demands of all persons whomsoever; (i) with respect to any certificates delivered to the Second Priority Collateral Agent (or prior to the First Priority Obligations Payment Date, the First Priority Collateral Agent acting as bailee on its behalf) representing Pledged Collateral, either such certificates are “Securities” as defined in Article 8 of the UCC as a result of actions by the PRC LawsIssuer or otherwise, it agrees or, if such certificates are not Securities, such Pledgor has so informed the Second Priority Collateral Agent so that the Second Priority Collateral Agent may take steps to give perfect its security interest therein as a General Intangible; and (j) none of the Pledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, except to the Pledgee extent, individually or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event aggregate, that the Company is required such issuance or transfer could not reasonably be expected to be dissolved or wound up as required by the compulsory provisions under the lawsresult in a Material Adverse Effect.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Pledgee, and covenants to the Pledgee, that: 7.1 it (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledged Entity, (ii) the number of shares of capital stock and other equity interests of each Pledged Entity that are issued and outstanding as of the date hereof and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledged Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has full legal capacity good and marketable title to, the lawful right Pledged Interests of such Pledgor, and capability to execute such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement (other than Liens in favor of Arosa Opportunistic Fund LP, which shall be released on the Closing Date) and to be bound by the legal obligations under this Agreement.Permitted Liens; 7.2 all reports(b) Except as set forth on Exhibit A, documents and information provided by it to the Pledgee there are no outstanding options, warrants or other similar agreements with respect to the Pledgors Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all matters of the issued and outstanding capital stock or other equity interests of the Pledged Entities; (e) No material consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement prior (other than (i) any consent or approval which has been obtained and is in full force and effect and (ii) recordings and filings in connection with the Liens granted to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided Agent under the Transaction Collateral Documents); (f) The execution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement will not violate (i) any material provision of any Applicable Law, (ii) in any material respect any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, (iii) the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledged Entity or of any securities issued by any Pledgor or any Pledged Entity, (iv) in any material respect any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledged Entity is a party or which is binding upon any Pledgor or any Pledged Entity or upon any of the assets of any Pledgor or any Pledged Entity, and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the creation or imposition of any agreement to which it is a party lien, charge or by which it encumbrance on or its security interest in any of the assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, Pledgor or any decision of any administrative agency to which it is a party.Pledged Entity, except as otherwise contemplated by this Agreement; 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes (g) The pledge, assignment and charges payable for the creation delivery of the Pledged Equity Interests have been fully paid by it. 7.12 there is and the other Pledged Collateral pursuant to this Agreement creates a valid lien on and perfected security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no pending orprior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance, other than Permitted Liens, or to its knowledge, threatened suits, proceedings any agreement purporting to grant to any third party a security interest in the property or claims against it, its assets or of Pledgor which would include the Pledged Equity Interests before or any courtother Pledged Collateral (other than Liens in favor of Arosa Opportunistic Fund LP, arbitration authority, government department or administrative agency which may have material or adverse effect shall be released simultaneously with the funding of the Loans on its economic conditions or the Pledgors’ ability to perform Closing Date). Until this Agreement or is terminated pursuant to discharge its obligation Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of guarantee. 7.13 it warrants hereby the Pledgee, the Pledgee’s right, title and security interest in and to the Pledgee that Pledged Interests, the above representations other Pledged Collateral and warranties the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and shall remain true Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and accurate and will be fully complied with at all times and Blocked Persons or a target of limitations or prohibitions under all circumstances until the discharge any other Office of the Contractual Obligations Foreign Asset Control regulation or repayment of the Secured Indebtedness in fullexecutive order. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to to, and covenants with, the Pledgee thatCollateral Agent, for the benefit of the Secured Creditors, as follows: 7.1 it (a) such Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares, including without limitation the Pledged Shares listed on Exhibit A, and such shares are and will remain and all other Equity Interests constituting Pledged Collateral will be, free and clear of all Liens and other encumbrances and restrictions whatsoever, except the Liens created by this Agreement or the other Credit Documents; (b) such Pledgor has full power, authority and legal capacity and the lawful right and capability to execute this Agreement and to be bound by pledge the legal obligations under this Agreement. 7.2 all reports, documents Pledged Shares and information provided by it any additional Pledged Collateral to the Pledgee Collateral Agent, for the benefit of the Secured Creditors; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally; (d) there are no outstanding options, warrants or other agreements with respect to the Pledgors Pledged Shares; (e) the Pledged Shares have been, and all matters additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Equity Interests of such class of the Issuers specified on Exhibit A; (f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement prior to Agreement, or the effective date exercise by the Collateral Agent of the voting and other rights provided for in this Agreement are true and accurate except as may be required in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee connection with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose disposition of the Pledged Equity Interests or any part thereof.Collateral by laws affecting the offering and sale of securities generally; 7.5 save for (g) the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documentsexecution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement by such Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter or by-laws or similar governing documents of such Pledgor or any Issuer or of any securities issued by any Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Issuer is a party or which purports to be binding upon such Pledgor or any Issuer or upon any of their respective assets, and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the creation or imposition of any agreement to which it is a party lien, charge or by which it encumbrance on or its security interest in any of the assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, such Pledgor or any decision of any administrative agency Issuer except as contemplated by this Agreement or the Credit Agreement; (h) the pledge, assignment and delivery to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation Collateral Agent of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, Shares pursuant to its knowledge, threatened suits, proceedings or claims against it, its assets or this Agreement creates a valid first priority Lien on and a first perfected security interest in the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or Shares and the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge Proceeds thereof in favor of the Contractual Obligations or repayment Collateral Agent, for the benefit of the Secured Indebtedness Creditors, subject to no prior Lien. Such Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in fulland to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever. 7.14 it agrees (i) with respect to give any certificates delivered to the Pledgee or Collateral Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the entity/individual designated UCC as a result of actions by the Pledgee immediately any dividendsIssuer or otherwise, bonus or, if such certificates are not Securities, such Pledgor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (j) all Pledged Collateral owned by such Pledgor and interests received held by it from a securities intermediary is covered by a control agreement among such Pledgor, the Company during securities intermediary and the term of this Agreement as gift.Collateral Agent pursuant to which the Collateral Agent has Control; and 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up (k) none of the Company as giftPledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, in the event that the Company is required securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be dissolved or wound up as required by the compulsory provisions under the lawssubject.

Representations and Warranties of Pledgors. 4.1 Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Agent, for the benefit of the Agent and the Lenders, on the date of this Agreement, and on any other date when the representations and warranties below are required or are deemed to have been made under the terms of this Agreement or the Loan Agreement, that: 7.1 (a) it has full legal capacity and the lawful right and capability obtained all necessary corporate authorizations to execute and deliver this Agreement and to cause the liens provided for hereunder to be bound by created in accordance with the legal obligations under this Agreement.terms set forth herein; 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by lawsb) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance shall not violate any provision of its obligations under this Agreement will organizational documents / corporate documents, and shall not result in constitute a violation or a breach of any material agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it such Pledgor is a party.; 7.10 (c) the Equity Pledge constitutes liens created by this Agreement shall constitute, after the formalities required in Clause 3 above are fulfilled, a legal, valid, perfected and first priority lien on the Modular Brazil’s Pledged Assets and Rights and the PR Borrower’s Pledged Assets and Rights enforceable in accordance with the terms and conditions of this Agreement against such Pledgor and all its creditors; provided, however, that any lien created under this Agreement on any Additional Modular Brazil Stock, Additional PR Borrower Stock, Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights related to such Additional Modular Brazil Stock or Additional PR Borrower Stock which is not owed by any Pledgor on the date hereof, but that may be acquired in the future by any Pledgor, shall constitute a legal, valid and perfected lien, as well as, subject only to Permitted Liens (as such term is defined under the Loan Agreement), a first ranking security over priority lien, only on the later of: (i) the date on which the Additional Modular Brazil Stock or the Additional PR Borrower Stock is acquired by any Pledgor; and (ii) the date on which the formalities set forth in Clause 3 above (or any other formalities as may be required by the then applicable laws) are fulfilled; (d) the Quotas represent on the date hereof the entire capital stock of the Company, and have been validly created and subscribed for, and are fully paid up and non-assessable; (e) each Pledgor is the legitimate owner of its Pledged Equity Interests.Assets and Rights existing on the date hereof and which are subject to this Agreement, and such existing Pledged Assets and Rights are free and clear of any disputes, liens, encumbrances, debts or doubts, except for those created or provided for in this Agreement and other Permitted Liens (as such term is defined under the Loan Agreement); and 7.11 all taxes and charges payable (f) (i) there are no options, subscription rights or any other contractual arrangements for the creation purchase of the Pledged Equity Interests have been fully paid by it. 7.12 Stock or options, acquisition rights or any other arrangements for the purchase or assignment of Assets and Rights Related to the Pledged Stock; (ii) there is no pending or, to its knowledge, threatened suits, proceedings stockholder agreement or any other agreement prohibiting the pledge of the Pledged Assets and Rights; and (iii) there are no other agreements or any other rights or claims against itof any sort whatsoever regarding the issuance, its assets acquisition, repurchase, redemption, assignment, voting rights or rights of first refusal with respect to the Pledged Equity Interests before any courtStock, arbitration authority, government department or administrative agency and which may have material or adverse effect on its economic conditions or could adversely affect the Pledgors’ ability to perform liens created under this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby the rights herein granted to the Pledgee that Agent, for the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge benefit of the Contractual Obligations or repayment of the Secured Indebtedness in fullLenders. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to as follows as of the Pledgee thatdate hereof: 7.1 it has full legal capacity 6.1 It (i) is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the lawful right laws of the jurisdiction of its organization with all requisite power and capability authority under the laws of such state to execute enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, (ii) is duly qualified, authorized to do business and in good standing in each jurisdiction where the failure to so qualify would have a Material Adverse Effect and (iii) has the power (A) to carry on its business as now being conducted and as proposed to be bound conducted by it, (B) to execute, deliver and perform each Operative Document (including this Agreement) to which it is a party, in its individual capacity, (C) to take all action as may be necessary to consummate the legal obligations under transactions contemplated thereunder, (D) to grant the liens and security interest provided for in this Agreement. 7.2 all reports6.2 It has the full right, documents power and information provided by it authority to the Pledgee with respect to the Pledgors execute, deliver and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of perform this Agreement and there is no pending dispute with respect to pledge and assign the ownership over Collateral in the Peldged Equity Interestsmanner hereby done or contemplated, and will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens), however arising, of all persons whomsoever. It is entitled has (i) taken all necessary action to dispose of authorize the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documentsexecution, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement Agreement; and (ii) duly executed and delivered this Agreement, the stock powers and the Plegded Equity Interests under proxies executed in connection with this Agreement have been obtained Agreement. Its execution and delivery hereof or completed its consummation of the transactions contemplated hereby or its compliance with the terms hereof (x) does not and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance not contravene its formation documents or any Applicable Law binding on it or any of its obligations under this Agreement properties or (y) does not and will not constitute any default under, or result in a breach the creation of any Lien upon any of its property (other than the Liens created hereunder) or under any indenture, mortgage or other material contract, agreement or instrument to which it is a party or by which it or any of its assets are properties is bound. 6.3 As of the date hereof, Schedule II hereto sets forth the number of shares of each Subsidiary's capital stock or limited liability company interests owned by it and the percentage ownership of each Subsidiary owned by it. Except for the security interest granted hereunder, it (i) is the legal and beneficial owner of the Pledged Shares listed on Schedule II for which it is reflected as the registered owner, (ii) holds the same free and clear of all Liens, subject to no mortgages, liens, charges or encumbrances of any kind except Permitted Liens, and (iii) will make no assignment, pledge or hypothecation or transfer of, or result create or permit to exist any security interest in a breach or other Lien on, the Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Secured Party and pledged or assigned hereunder. The Pledged Stock owned by it has been duly authorized and validly issued in compliance with applicable securities laws and are fully paid and nonassessable. All information set forth herein relating to such Pledged Stock is accurate and complete in all material respects as of the date hereof. 6.4 No consent of any judgment other party (including, without limitation, any creditor, shareholder or partner of any courtPledgor) and no consent, authorization, approval or other action by, and no notice to or filing with, any award Governmental Entity or regulatory body under Applicable Law is required either (i) for the pledge by it of the Collateral pursuant to this Agreement or for its execution, delivery or performance of this Agreement, or (ii) for the exercise by the Secured Party of the voting or other rights as and to the extent provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement (except as has been obtained or made or as may be required in connection with disposition of any arbitration bodyCollateral by laws affecting the offering and sale of securities generally). 6.5 It has not previously assigned any of its rights or any of the Collateral. 6.6 This Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights and by the effect of general equitable principles. 6.7 By virtue of its execution and delivery of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral owned by it are delivered to the Secured Party in accordance with this Agreement, the Secured Party will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations. 6.8 The pledge effected hereby is effective to vest in the Secured Party the rights of the Secured Party in the Collateral owned by it as set forth herein. 6.9 There are no pending, or to its knowledge, threatened, actions, suits, proceedings or investigations of or before any decision of any administrative agency Governmental Entity, relating to the Collateral or to which it is a partyparty or is subject, or by which it or its properties are bound that, if adversely determined against it could reasonably be expected to have a Material Adverse Effect. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation 6.10 Its pledge of the Pledged Equity Interests have been fully paid Stock owned by itit pursuant to this Agreement does not violate nor is inconsistent with Regulation T, U or X of the Federal Reserve Board as of the date hereof. 7.12 there 6.11 It has filed all federal, state and local tax returns that it is no pending orrequired to file, has paid all taxes it is required to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 pay to the extent permitted due (other than those taxes that it is contesting in good faith and by the PRC Lawsappropriate proceedings, it agrees to give with adequate, segregated reserves established for such taxes) and, to the Pledgee extent such taxes are not due, has established reserves that are adequate for the payment thereof and are required by GAAP. 6.12 Neither it nor any of its Affiliates is an "investment company" or a company "controlled" by an "investment company," within the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up meaning of the Investment Company Act of 1940, as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the lawsamended.

Representations and Warranties of Pledgors. 4.1 Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Agent, for the benefit of the Agent and the Lenders, on the date of this Agreement, and on any other date when the representations and warranties below are required or are deemed to have been made under the terms of this Agreement or the Loan Agreement, that: 7.1 (a) it has full legal capacity and the lawful right and capability obtained all necessary corporate authorizations to execute and deliver this Agreement and to cause the liens provided for hereunder to be bound by created in accordance with the legal obligations under this Agreement.terms set forth herein; 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by lawsb) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance shall not violate any provision of its obligations under this Agreement will organizational documents / corporate documents, and shall not result in constitute a violation or a breach of any material agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it such Pledgor is a party.; 7.10 (c) the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid liens created by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to shall constitute, after the Pledgee that formalities required in Clause 3 above are fulfilled, a legal, valid, perfected and first priority lien on the above representations Foreign Holdings’ Pledged Assets and warranties are Rights and shall remain true the PR Borrower’s Pledged Assets and accurate Rights enforceable in accordance with the terms and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term conditions of this Agreement against such Pledgor and all its creditors; provided, however, that any lien created under this Agreement on any Additional Foreign Holdings Stock, Additional PR Borrower Stock, Foreign Holdings’ Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights related to such Additional Foreign Holdings Stock or Additional PR Borrower Stock which is not owed by any Pledgor on the date hereof, but that may be acquired in the future by any Pledgor, shall constitute a legal, valid and perfected lien, as gift. 7.15 well as, subject only to Permitted Liens (as such term is defined under the extent permitted by Loan Agreement), a first priority lien, only on the PRC Laws, it agrees to give to later of: (i) the Pledgee date on which the Additional Foreign Holdings Stock or the entity/individual designated Additional PR Borrower Stock is acquired by any Pledgor; and (ii) the Pledgee date on which the formalities set forth in Clause 3 above (or any interests distributed by the Company following the dissolution or winding up of the Company other formalities as gift, in the event that the Company is required to may be dissolved or wound up as required by the compulsory provisions under then applicable laws) are fulfilled; (d) the laws.Quotas represent on the date hereof the entire capital stock of the Company, and have been validly created and subscribed for, and are fully paid up and non-assessable; (e) the foreign investment represented by the Quotas is duly registered in the name of such Pledgor with Registro Declaratório Eletronico — Módulo Investimento Externo Direto — RDE-

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee thatas follows: 7.1 it has full legal capacity 3.1 As of the Closing Date, Schedule A hereto truly and accurately sets forth the lawful right number of the issued and capability outstanding shares owned by each Pledgor of the capital stock of each of the Issuers and Schedule B hereto truly and accurately sets forth the percentage of the membership interests or partnership interests held by each Pledgor in each of the LLCs and Partnerships. The Pledged Shares constitute 100 percent of the issued and outstanding shares of stock of the Issuers and there are no outstanding warrants, options, subscriptions or other contractual arrangements for the purchase of any other shares of stock or any securities convertible into shares of stock of any Issuer. The Pledged Interests together with the Pledged Interests (as defined in the Manager Subsidiaries General Security and Pledge Agreement and OPCO Subsidiaries General Security and Pledge Agreement) constitute 100% of the membership interests and partnership interests of the LLCs and Partnerships. 3.2 The delivery of the Pledged Shares to execute Foothill pursuant to this Agreement and the filing of the financing statement(s), which have been delivered to Foothill prior to the date hereof, in the offices shown thereon, create a valid and perfected first priority security interest in the Pledged Collateral (other than cash not in the possession of Foothill), securing the payment of such Pledgor's Obligations, subject only to the pledge of the stock of XX XX, Inc. to QB Broadcasting and the pledge of the stock of St. Xxxxx Newspapers, Inc. to Xxxxxxx Xxxx. 3.3 Except for consents, approvals and authorizations received on or before the date hereof and as required under Section 4.3 hereof, no consent of any other party (including, without limitation, any stockholder or creditor of any Pledgor) and no approval by a Governmental Authority is required either (i) for the pledge by each Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by each Pledgor or (ii) for the exercise by Foothill of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be bound required in connection with such disposition by laws affecting the offering and sale of securities generally). 3.4 None of the Pledged Shares constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System. 3.5 No Pledgor owns any share of capital stock of any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the Issuers and the Unrestricted Subsidiaries described on Schedule A-1 or has a membership interest or partnership interest in any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the LLCs and Partnerships and the Unrestricted Subsidiaries described on Schedule A-1. 3.6 Each Pledgor is and will be the sole beneficial owner of its Pledged Collateral, free and clear of any adverse claim and any Lien other than Permitted Liens and the Liens in favor of Foothill under this Agreement and other Loan Documents. 3.7 Each Pledgor has full power and authority and legal obligations under right to grant the security interest in its Pledged Shares and Pledged Interests as provided in this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date 3.8 Pledged Shares of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose each Issuer forming part of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests Collateral are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement continue to which it is a party or by which it or its assets are boundbe validly issued, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by itand non-assessable. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Administrative Agent that: 7.1 it has full legal capacity (a) Such Pledgor is, and at the time of delivery of the Pledged Shares to the Administrative Agent will be, the sole holder of record and the lawful right sole beneficial owner of such Pledged Shares pledged by such Pledgor free and capability to execute clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement and to be bound by any Permitted Liens; such Pledgor is and at the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it time of delivery of the Pledged Indebtedness to the Pledgee Administrative Agent will be, the sole owner of such Pledged Indebtedness free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement and any Permitted Liens; (b) All of the Pledged Shares issued by any Subsidiary of any Pledgor have been duly authorized, validly issued and are fully paid and non-assessable; the Pledged Indebtedness issued by any Subsidiary of any Pledgor has been duly authorized, authenticated or issued and delivered by, and is, to the knowledge of such Pledgor, the legal, valid and binding obligations of, the Person obligated under such Pledged Indebtedness, and no such Person that is a Loan Party is in default in any material respect thereunder or of any material provision thereunder; (c) Such Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by such Pledgor to the Administrative Agent as provided herein; (d) None of the Pledged Shares or Pledged Indebtedness, in each case issued by any Subsidiary of any Pledgor, has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; provided, that no representation is made with respect to any transfer to the Pledgors Administrative Agent pursuant to the terms of this Agreement; (e) All of the Pledged Shares are, as of the date hereof, presently owned by such Pledgor, and, to the extent applicable, are presently represented by the certificates listed on Part A of Schedule I hereto or on the Pledge Amendment (as defined below), as the case may be. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares; (f) No consent, approval, authorization or other order or other action by, and all matters no notice to or filing with, any Governmental Authority or any other Person is required under (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement prior to or for the effective date execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in each case, for compliance with the Act, those as have been obtained or made and are true in full force and accurate effect and recordings and filings in connection with the perfection of the Liens granted to the Administrative Agent hereunder; (g) each Subsidiary that is issuing Pledged Shares but that is not a corporation will not issue certificates to evidence its equity interests unless it has opted in to Article 8 under Section 8-103(c) of the UCC; (h) The Uniform Commercial Code financing statements containing a description of the Pledged Collateral, which have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent and the Secured Parties by the Pledgors for filing in each governmental office specified on Schedule II hereof, are all material aspects the filings that are necessary as of the effective date Closing Date to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Pledged Collateral in which the security interest may be perfected by filing a financing statement under the Uniform Commercial Code; (i) The security interests granted in the Pledged Collateral pursuant to this Agreement (i) will create a legal and valid Lien and security interest in the Pledged Collateral in favor of the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties, securing the payment of the Secured Obligations and (ii), subject to the filings described in Section 5(g), constitutes a perfected security interest in all Pledged Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code, and such Lien is prior to all other Liens other than Permitted Liens; (j) This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity; (k) The Pledged Shares issued by LOTS constitute 100% of the issued and outstanding shares of stock of LOTS; and (1) Except as disclosed on Part B of Schedule I, as of the Closing Date, none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness (except for the Secured Obligations) or subject to the terms of an indenture. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each (a) Pledgor represents and warrants to Lender (which representations and warranties shall be deemed to continue to be made until all of the Pledgors Indebtedness has been paid in full and the Loan Agreement has been irrevocably terminated) that: (i) The execution, delivery and performance by Pledgor of this Agreement and the pledge of the Collateral hereunder does not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to Pledgor. (ii) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms. (iii) No consent or approval of any person, corporation, limited liability company, governmental body, regulatory authority or other entity is necessary for the execution, delivery and performance of this Agreement by Pledgor or the exercise by Lender of any rights provided for in this Agreement with respect to the Collateral or for the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder. (iv) Pledgor is not a party to any pending or, to the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which, if adversely determined, could materially adversely affect the Collateral. (v) The Operating Agreement contains no restriction with respect to the pledge of collateral being made pursuant to this Agreement. (vi) Pledgor owns each item of the Collateral and, except for the pledge and security interest granted hereunder to Lender, the Collateral of Pledgor is subject to no prior Lien or to any agreement purporting to grant to any Person a Lien upon the Collateral. (vii) The pledge and assignment of the Collateral and the grant of a security interest under this Agreement vest in Lender all rights of Pledgor in the Collateral as contemplated by this Agreement. (b) Pledgor hereby represents and warrants to Lender (which representations and warranties shall be deemed to continue to be made until all of the Pledgee Indebtedness has been paid in full and the Loan Agreement has been irrevocably terminated), in addition to the representations and warranties set forth in Section 3.(a) above that: 7.1 it (i) Pledgor has full legal capacity the requisite power and authority to enter into this Agreement, to pledge the lawful right and capability to execute this Agreement Collateral for the purposes described herein and to be bound carry out the transactions contemplated by the legal obligations under this Agreement. 7.2 all reports(ii) The execution, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance by Pledgor of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed duly and will remain valid in full during the effective term of this Agreementproperly authorized. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to Agent (which representations and warranties shall be deemed to continue to be made until all of the Pledgee Indebtedness has been paid in full and the Loan Agreement and Guaranty have been irrevocably terminated) that: 7.1 it (a) Such Pledgor has full legal capacity the requisite power and authority to enter into this Agreement, to pledge its respective Collateral for the lawful right and capability to execute this Agreement purposes described herein and to be bound carry out the transactions contemplated by the legal obligations under this Agreement. 7.2 all reports(b) The execution, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance by such Pledgor of this Agreement and the Plegded Equity Interests under this Agreement pledge of its respective Collateral hereunder have been obtained or completed duly and will remain valid in full during the effective term of this Agreement. 7.9 the execution properly authorized and performance of its obligations under this Agreement do not and will not result in a breach any violation of any agreement agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a partysuch Pledgor. 7.10 (c) This Agreement constitutes the Equity Pledge constitutes a first ranking security over the Pledged Equity Interestslegal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms. 7.11 all taxes (d) Such Pledgor is the direct and charges payable for beneficial owner of each share of its respective Pledged Stock. (e) All of the creation shares of the Pledged Equity Interests Stock of such Pledgor have been duly authorized, validly issued and are fully paid by itand nonassessable. 7.12 there is (f) This Agreement creates and grants a valid lien on and perfected security interest in the respective Collateral of such Pledgor and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens") or to any agreement purporting to grant to any third party a Lien upon the property or assets of such Pledgor which would include the Collateral, other than, in each case, Permitted Liens (as applicable to the applicable Pledgor). (g) There are no restrictions on transfer of the respective Pledged Stock of such Pledgor contained in the certificate of incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (h) None of the respective Pledged Stock of such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (i) There are no pending or, to its the best of such Pledgor's knowledge, threatened suits, actions or proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authorityjudicial body, government department or administrative agency or arbitrator which may have material materially adversely affect the respective Collateral of such Pledgor. (j) No consent, approval, authorization or adverse effect on other order of any Person and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by such Pledgor either (i) for the pledge of its economic conditions or the Pledgors’ ability respective Collateral pursuant to perform this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Agent of the voting or other rights provided for in this Agreement or the remedies in respect of such Collateral pursuant to discharge its obligation this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of guaranteesecurities generally. 7.13 it warrants (k) No notification of the pledge evidenced hereby to any Person is required. (l) As of the Pledgee that date hereof, the above respective Pledged Stock of such Pledgor constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the Issuers thereof set forth on Schedule A annexed hereto. (m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any of such Pledgor's respective Pledged Stock and no indebtedness or other security convertible into any such Pledged Stock. The representations and warranties are set forth in this Section 4 shall survive the execution and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term delivery of this Agreement as giftAgreement. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors Pledgor hereby represents and warrants to the Pledgee thatAgent as follows: 7.1 it has full legal capacity (a) Schedule I and the lawful right list of Pledgor information attached hereto as Schedule II are true, correct and capability to execute this Agreement and complete in all respects; (b) All of the Pledged Collateral of each Pledgor that is in certificated form, is registered in the name of such Pledgor; (c) As of the Closing Date, all of the Pledged Interests of each Pledgor are either (i) not (A) dealt in or traded on securities exchanges or in securities markets, (B) deemed to be bound investment company securities, (C) held by such Pledgor in a securities account or (D) subject to a control agreement with (x) the legal obligations Issuer of such Pledged Interest or (y) a securities intermediary relating to such Pledged Interest or (ii) under this Agreement. 7.2 all reportsthe control (for purposes of Article 8 and 9 of the UCC, documents and information provided by it to the Pledgee with respect extent applicable) of Agent, and such Pledgor has taken all action necessary to grant Agent control (for purposes of Article 8 and 9 of the UCC, to the Pledgors and all matters required under this Agreement prior to the effective date extent applicable) of this Agreement are true and accurate in all material aspects such Pledged Interests. In addition, as of the effective date of this Agreement. 7.3 all reportsClosing Date, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose none of the Pledged Interests, or any agreements governing any of the Pledged Interests, provides that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, to the extent applicable, whether as a result of actions by any Issuer thereof or otherwise; (d) The Pledged Collateral constitutes at least the percentage of all the issued and outstanding Equity Interests or of each such Issuer as set forth on Schedule I; (e) The items listed as Pledged Collateral on Schedule I constitute the only Equity Interests in which Pledgors have any part thereof.rights; 7.5 save for (f) All certificates evidencing the Pledged Collateral of Pledgors have been delivered to Agent; (g) Pledgors have good and marketable title to the Pledged Collateral. Pledgors are the sole owner of all of the Pledged Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances created pursuant whatsoever, other than Permitted Liens and the security interests, assignments and liens granted under this Agreement and the other Financing Documents; (h) Other than pursuant to Permitted Liens, no Pledgor has heretofore transferred, pledged, assigned or otherwise encumbered any of their rights provided under the Transaction Documents, in or to the Pledged Equity Interests are free from Collateral; (i) Other than a requirement of consent of other members contained in the operating agreements governing any other encumbrances, third party rights or restrictions. 7.6 of the Pledged Equity Interests Collateral (which such consent has been obtained, if any), Pledgors are not prohibited under any agreement with any other person or entity, or under any judgment or decree, from being pledged the execution and delivery of this Agreement or transferred lawfullythe performance or discharge of the obligations, duties, covenants, agreements, and it liabilities contained in this Agreement; (j) No action has been brought or threatened in writing that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge in any material respect of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (k) Pledgors have full rights power and power authority to pledge the Pledged Equity Interests to the Pledgee. 7.7 execute and deliver this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance delivery of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will do not result in a breach of conflict with any agreement to which it any Pledgor is a party or any law, order, ordinance, rule, or regulation to which any Pledgor is subject or by which it is bound and do not constitute a default under any agreement or its assets are bound, or result in a breach of instrument binding upon any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party.Pledgor; and 7.10 (l) This Agreement has been properly executed and delivered and constitutes the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes valid and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its legally binding obligation of guaranteeeach Pledgor and is fully enforceable against each Pledgor in accordance with its terms. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the 6.1. Pledgors hereby represents are PRC natural persons with full capacity for civil conducts, and warrants to the Pledgee that: 7.1 it has full legal capacity and the lawful right and capability are entitled to execute this Agreement and to be bound by the legal exercise rights and perform obligations under this Agreementherein. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests6.2. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the The execution and performance of this Agreement are based on the Pledgors’ true expression of intention, the Pledgors have already obtained all necessary lawful authorizations, and all obligations borne by the Plegded Equity Interests Pledgors under this Agreement are lawful, effective and enforceable. 6.3. The execution and performance of this Agreement shall not be in violation of or in contradiction with the articles of associations of the Target Company, internal regulations of the Target Company, any agreements between the Target Company and any third party and relevant PRC laws and regulations, the approvals, authorizations, consents, permissions of competent PRC government authorities or PRC courts’ decisions or verdicts. 6.4. Pledgors are the sole legal owner of the Pledged Equity Interest, and shall have been obtained the right to set the first priority to the Pledgee on the Pledged Equity Interest. 6.5. Except for the equity purchase right granted under this Agreement and the Exclusive Option Agreement executed by and among Pledgors, the Pledgee and the Target Company dated as of March 17, 2022, Pledgors have not created any other pledge or completed any other form of third-party rights on their equity interests. 6.6. The Pledged Equity Interest is free of any dispute of ownership, seizure, freezing, detention or supervision by any third party pursuant to the laws, and will remain valid is not exempted by any litigations, enforcements, compulsory measures or other legal proceedings. 6.7. Pledgors are not involved in full during any existing or potential event of default under this Agreement, and there is no such risk to the effective term best of Pledgors’ knowledge. There are no existing or continuously existing event of default under any contract to which the Pledgors are parties that may materially adversely affect the Pledgors, and there is no such risk to the best of Pledgors’ knowledge. 6.8. Pledgors have complied with and performed all relevant obligations provided in applicable PRC laws and regulations, and complied with all applicable authorizations and permissions. No conduct of Pledgors is in violation of any relevant PRC laws, regulations or rules or may cause material adverse effects to the validity, effectiveness, performance or enforceability of this Agreement. 7.9 6.9. To the execution and performance best knowledge of its obligations under this Agreement will not result in a breach of Pledgors, no legal or administrative proceeding has been initiated by any agreement to which it is a party courts, arbitral tribunals or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims governmental authorities against it, its assets Pledgors or the Pledged Equity Interests before any courtInterest, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or and there is no such risk to the best of Pledgors’ ability to perform this Agreement or to discharge its obligation of guaranteeknowledge. 7.13 it warrants hereby 6.10. All information (including documents, materials, statements and certificates) disclosed by Pledgors to the Pledgee that the above representations is true, complete, accurate, effective and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations reasonable, without any false or repayment of the Secured Indebtedness in fullmisleading information, or neglecting to disclose any material matters. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee thatas follows: 7.1 it has full legal capacity 6.1 As of the Closing Date, Schedule A hereto truly and accurately sets forth the lawful right number of the issued and capability outstanding shares owned by each Pledgor of the capital stock of each of the Issuers and Schedule B hereto truly and accurately sets forth the percentage of the membership interests or partnership interests held by each Pledgor in each of the LLCs and Partnerships. The Pledged Shares constitute 100 percent of the issued and outstanding shares of stock of the Issuers and there are no outstanding warrants, options, subscriptions or other contractual arrangements for the purchase of any other shares of stock or any securities convertible into shares of stock of any Issuer. The Pledged Interests together with the Pledged Interests (as defined in the Manager Subsidiaries General Security and Pledge Agreement) constitute 100% of the membership interests and partnership interests of the LLCs and Partnerships. 6.2 The delivery of the Pledged Shares to execute Foothill pursuant to this Agreement and the filing of the financing statement(s), which have been delivered to Foothill prior to the date hereof, in the offices shown thereon, create a valid and perfected first priority security interest in the Pledged Collateral (other than cash not in the possession of Foothill), securing the payment of such Pledgor's Obligations. 6.3 Except for consents, approvals and authorizations received on or before the date hereof and as described under Section 8.3 hereof, no consent of any other party (including, without limitation, any stockholder or creditor of any Pledgor) and no approval by a Governmental Authority is required either (i) for the pledge by each Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by each Pledgor or (ii) for the exercise by Foothill of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be bound required in connection with such disposition by laws affecting the offering and sale of securities generally). 6.4 None of the Pledged Shares constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System. 6.5 No Pledgor owns any share of capital stock of any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the Issuers and the Unrestricted Subsidiaries described on Schedule A-1 or has a membership interest or partnership interest in any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the LLCs and Partnerships and the Unrestricted Subsidiaries described on Schedule A-1. 6.6 Each Pledgor is and will be the sole beneficial owner of its Pledged Collateral, free and clear of any adverse claim and any Lien other than Permitted Liens and the Liens in favor of Foothill under this Agreement and other Loan Documents. 6.7 Each Pledgor has full power and authority and legal obligations under right to grant the security interest in its Pledged Shares and Pledged Interests as provided in this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date 6.8 Pledged Shares of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose each Issuer forming part of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests Collateral are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement continue to which it is a party or by which it or its assets are boundbe validly issued, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by itand non-assessable. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee that: 7.1 it has full legal capacity Administrative Agent as follows (which representations and the lawful right and capability to execute this Agreement and to warranties shall be bound by deemed continuing): (a) such Pledgor is the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal beneficial owner of the its respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose portion of the Pledged Collateral indicated on Annex A; (b) all of the Equity Interests constituting Pledged Collateral have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgors free of any Liens except for Liens permitted under Section 7.01 of the Credit Agreement (“Permitted Liens”); (c) all of the Pledged Interests constitute (i) 66% of the issued and outstanding Voting Equity Interests (or if any Pledgor shall own less than 66% of such Voting Equity Interests, then 100% of the Voting Equity Interests owned by such Pledgor) and 100% of the other issued and outstanding Equity Interests of each CFC and CFC Holdco constituting a Pledged Subsidiary and (ii) all of the issued and outstanding Equity Interests of all Domestic Subsidiaries other than CFCs and CFC Holdcos constituting Pledged Subsidiaries; (d) except for those restrictions contained in the Loan Documents, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Authority, and without any restriction under the organizational documents of any Pledgor or any part thereof. 7.5 save for Pledged Subsidiary (including the encumbrances created pursuant articles of incorporation or organization or the by-laws or operating agreement of any Pledgor or any Pledged Subsidiary) or any agreement among any Pledgor’s or any Pledged Subsidiary’s shareholders or members; (f) this Pledge Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Pledge Agreement and the rights provided under exercise by the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full Administrative Agent of its rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal remedies hereunder do not and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the violation of (i) the articles of incorporation or organization or by-laws or operating agreement of any agreement Pledgor, or (ii) any material agreement, indenture, instrument or applicable law by which any Pledgor or any Pledged Subsidiary is bound or to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, Pledgor or any decision Pledged Subsidiary is subject (except such Pledgor makes no representation or warranty about the Administrative Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of any administrative agency securities), except in the case of clause (ii) to which it the extent that could not reasonably be expected to have a Material Adverse Effect; (h) no consent, filing, approval, registration or recording is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable required (x) for the creation pledge by such Pledgor of the Pledged Equity Interests Collateral pursuant to this Pledge Agreement or (y) to perfect the Lien created by this Pledge Agreement, except in each case for consents, filings, approvals, registrations or recordings which (A) have been fully paid by it. 7.12 there is no pending orduly obtained, to its knowledgetaken, threatened suits, proceedings given or claims against it, its assets made and are in full force and effect or (B) the filing of the Uniform Commercial Code financing statements; (i) none of the Pledged Equity Interests before Collateral is held or maintained in the form of a securities entitlement or credited to any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge securities account; (j) none of the Contractual Obligations or repayment Pledged Collateral constituting membership interests in a limited liability company is, nor has the relevant Pledged Subsidiary elected to designate any of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividendsPledged Collateral as, bonus a “security” under (and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up defined in) Article 8 of the Company as giftUniform Commercial Code (the “UCC”); and (k) unless a power is delivered in connection therewith, in none of the event that the Company Pledged Collateral is required to be dissolved evidenced by a certificate or wound up as required by the compulsory provisions under the lawsother writing.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Administrative Agent and the Lenders that: 7.1 it has full legal capacity (a) such Pledgor is, and at the time of delivery of the Pledged Shares to the Administrative Agent will be, the sole holder of record and the lawful right sole beneficial owner of such Pledged Shares pledged by such Pledgor free and capability to execute clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement and any Permitted Liens; (b) all of the Pledged Shares issued by any Subsidiary of any Pledgor have been duly authorized, validly issued and are fully paid and non-assessable; (c) such Pledgor has the right and requisite authority to be bound pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it such Pledgor to the Pledgee Administrative Agent as provided herein; (d) none of the Pledged Shares issued by any Subsidiary of any Pledgor, has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; provided that no representation is made with respect to any transfer to the Pledgors Administrative Agent pursuant to the terms of this Agreement; (e) all of the Pledged Shares are, as of the date hereof, presently owned by such Pledgor, and, to the extent applicable, are presently represented by the certificates listed on Schedule I hereto or on the Pledge Amendment (as defined below), as the case may be. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares; (f) no consent, approval, authorization or other order or other action by, and all matters no notice to or filing with, any Governmental Authority or any other Person is required under for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement prior to or for the effective date execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement; provided that the approval of an Applicable Insurance Regulatory Authority may be required in connection with the exercise of remedies by the Administrative Agent, except, in each case, for compliance with the Act, those as have been obtained or made and are true in full force and accurate effect and recordings and filings in connection with the perfection of the Liens granted to the Administrative Agent xxxxxxxxx; (g) each Subsidiary that is issuing Pledged Shares but that is not a corporation will not issue certificates to evidence its equity interests unless it has opted in to Article 8 under Section 8-103(c) of the UCC; (h) the Uniform Commercial Code financing statements, which have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent by the Pledgors for filing in each governmental office specified on Schedule II hereof, are all material aspects the filings that are necessary as of the effective date Restatement Effective Date to establish a legal, valid and perfected security interest in favor of the Administrative Agent in respect of all Pledged Collateral in which the security interest may be perfected by filing a financing statement under the Uniform Commercial Code; (i) the security interests granted in the Pledged Collateral pursuant to this Agreement (i) will create a legal and valid Lien and security interest in the Pledged Collateral in favor of the Administrative Agent for the benefit of the Secured Creditors, securing the payment of the Secured Obligations, and (ii) subject to the filings described in Section 5(h) constitute a perfected security interest in all Pledged Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code, and such Lien is prior to all other Liens other than Permitted Liens; (j) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity; and (k) the Pledged Shares issued to LOTS and Fortegra Financial by the other entities listed on Schedule I hereof, if any, constitute 100% of the issued and outstanding shares of stock or membership interests of such entities. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee that: 7.1 it has full legal capacity Agent as follows (which representations and the lawful right and capability to execute this Agreement and to warranties shall be bound by deemed continuing): (a) such Pledgor is the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal beneficial owner of the its respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose portion of the Pledged Collateral indicated on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgors free of any Liens except for Liens permitted under Section 7.01 of the Credit Agreement (“Permitted Liens”); (c) all of the Pledged Interests constitute (i) 65% of the issued and outstanding Voting Equity Interests (or if any Pledgor shall own less than 65% of such Voting Equity Interests, then 100% of the Voting Equity Interests owned by such Pledgor) and 100% of the other issued and outstanding Equity Interests of each CFC constituting a Pledged Subsidiary and (ii) all of the issued and outstanding Equity Interests of all Domestic Subsidiaries other than CFCs constituting Pledged Subsidiaries; (d) except for those restrictions contained in the Loan Documents, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Authority, and without any restriction under the organizational documents of any Pledgor or any part thereof. 7.5 save for Pledged Subsidiary (including the encumbrances created pursuant articles of incorporation or organization or the by-laws or operating agreement of any Pledgor or any Pledged Subsidiary) or any agreement among any Pledgor’s or any Pledged Subsidiary’s shareholders or members; (f) this Agreement has been duly authorized, executed and the rights provided under the Transaction Documentsdelivered by such Pledgor and constitutes a legal, the Pledged Equity Interests are free from any other encumbrancesvalid and binding obligation of such Pledgor, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests enforceable in accordance with its terms except to the Pledgee. 7.7 this Agreementextent that the enforceability thereof may be limited by bankruptcy, upon due execution by itinsolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance by such Pledgor of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance exercise by Agent of its obligations under this Agreement rights and remedies hereunder do not and will not result in a breach the violation of (i) the articles of incorporation or organization or by-laws or operating agreement of any agreement Pledgor, or (ii) any material agreement, indenture, instrument or applicable law by which any Pledgor or any Pledged Subsidiary is bound or to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, Pledgor or any decision Pledged Subsidiary is subject (except such Pledgor makes no representation or warranty about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of any administrative agency securities), except in the case of clause (ii) to which it the extent that could not reasonably be expected to have a Material Adverse Effect; (h) no consent, filing, approval, registration or recording is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable required (x) for the creation pledge by such Pledgor of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, Collateral pursuant to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or (y) to discharge its obligation of guarantee. 7.13 it warrants hereby to perfect the Pledgee that Lien created by this Agreement, except in each case for consents, filings, approvals, registrations or recordings which (A) have been duly obtained, taken, given or made and are in full force and effect or (B) the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge filing of the Contractual Obligations or repayment Uniform Commercial Code financing statements; (i) none of the Secured Indebtedness Pledged Collateral is held or maintained in full. 7.14 it agrees the form of a securities entitlement or credited to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up securities account; (j) none of the Company Pledged Collateral constituting membership interests in a limited liability company is, nor has the relevant Pledged Subsidiary elected to designate any of the Pledged Collateral as, a “security” under (and as giftdefined in) Article 8 of the Uniform Commercial Code (the “UCC”); and (k) unless a power is delivered in connection therewith, in none of the event that the Company Pledged Collateral is required to be dissolved evidenced by a certificate or wound up as required by the compulsory provisions under the lawsother writing.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to, and covenants with, the Collateral Agent, for the benefit of the Secured Creditors, as follows: (a) such Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares, including without limitation the Pledged Shares listed on Exhibit A; provided, however, that with respect to the Pledgee that:Specified Preferred Shares, such Pledgor may have only beneficial interests in such shares or only legal title in such shares to the extent described in the definition of “Permitted Share Sale Transactions” (as defined in the Credit Agreement), and such shares are and will remain and all other Equity Interests constituting Pledged Collateral will be, free and clear of all Liens and other encumbrances and restrictions whatsoever, except (i) the Liens created by this Agreement or the other Credit Documents and (ii) in the case of the Specified Preferred Shares, the Specified Preferred Share Encumbrances; 7.1 it (b) such Pledgor has full power, authority and legal capacity and the lawful right and capability to execute this Agreement and to be bound by pledge the legal obligations under this Agreement. 7.2 all reports, documents Pledged Shares and information provided by it any additional Pledged Collateral to the Pledgee Collateral Agent, for the benefit of the Secured Creditors; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally; (d) there are no outstanding options, warrants or other agreements with respect to the Pledgors Pledged Shares except in the case of the Specified Preferred Shares, the Specified Preferred Share Encumbrances; (e) the Pledged Shares have been, and all matters additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Equity Interests of such class of the Issuers specified on Exhibit A; (f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement prior to Agreement, or the effective date exercise by the Collateral Agent of the voting and other rights provided for in this Agreement are true and accurate except (i) as may be required in all material aspects as connection with disposition of the effective date Pledged Collateral by laws affecting the offering and sale of securities generally and (ii) uniform commercial code financing statements prepared for filing substantially contemporaneously with the execution and delivery of this Agreement.; 7.3 all reports(g) the execution, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance of this Agreement by such Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter, by-laws, limited liability company agreement or other operating agreement of such Pledgor or any Issuer or of any securities issued by any Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Issuer is a party or which purports to be binding upon such Pledgor or any Issuer or upon any of their respective assets, and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach the creation or imposition of any agreement to which it is a party lien, charge or by which it encumbrance on or its security interest in any of the assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, such Pledgor or any decision of any administrative agency Issuer except as contemplated by this Agreement or the Credit Agreement; (h) the pledge, assignment and delivery to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation Collateral Agent of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, Shares pursuant to its knowledge, threatened suits, proceedings or claims against it, its assets or this Agreement creates a valid first priority Lien on and a first perfected security interest in the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or Shares and the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge Proceeds thereof in favor of the Contractual Obligations or repayment Collateral Agent, for the benefit of the Secured Indebtedness in full. 7.14 it agrees to give Creditors, subject to the Pledgee or Specified Preferred Share Encumbrances with respect to the entity/individual designated Specified Preferred Shares. Such Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever, subject to the Specified Preferred Share Encumbrances with respect to the Specified Preferred Shares; (i) with respect to any certificates delivered to the Collateral Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Pledgee immediately any dividendsIssuer or otherwise, bonus or, if such certificates are not Securities, such Pledgor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (j) all Pledged Collateral owned by such Pledgor and interests received held by it from a securities intermediary is covered by a control agreement among such Pledgor, the Company during securities intermediary and the term of this Agreement as gift.Collateral Agent pursuant to which the Collateral Agent has Control; and 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up (k) none of the Company as giftPledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, in the event that the Company is required securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be dissolved or wound up as required by the compulsory provisions under the lawssubject.

Representations and Warranties of Pledgors. Each of the Pledgors hereby represents and warrants to the Pledgee that: 7.1 it has full legal capacity and the lawful right and capability to execute this Agreement and to be bound by the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Pledged Equity Interests under this Agreement have been obtained or completed (except the pledge registration with the administration of industry and commerce under Article 2.2) and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge due performance of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately deposit any dividends, bonus and interests in respect of the Pledged Equity Interests received by it from the Company immediately into an account designated and supervised by the Pledgee during the term of this Agreement as giftto preferentially repay the Secured Indebtedness. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as giftpart of the service fees under the Consultation Service Agreement., in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Agent and Lenders that: 7.1 it (a) Schedule I sets forth with respect to each Pledgor ---------- (i) the authorized capital stock of each Subsidiary, (ii) the number of shares of capital stock of each Subsidiary that are issued and outstanding as of the date hereof, and (iii) the number of shares of capital stock of each Subsidiary held in its treasury. Each Pledgor is the record and beneficial owner of, and has good and marketable title to, its Pledged Shares, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests created by this Agreement; (b) Each Pledgor has full power, authority and legal capacity and the lawful right and capability to execute this Agreement the pledge provided for herein and to be bound pledge its Pledged Shares to Agent, on behalf of Lenders; (c) This Agreement has been duly authorized, executed and delivered by the legal obligations under this Agreement.each Pledgor and constitutes a legal, valid and binding obligation of Pledgors enforceable in accordance with its terms; 7.2 all reports(d) There are no outstanding options, documents and information provided by it to the Pledgee warrants or other agreements with respect to the Pledgors Pledged Shares and all matters required under this Agreement prior to the effective date of this Agreement there are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reportsno outstanding options, documents and information provided by it to the Pledgee warrants or other agreements with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date any other shares of this Agreement will be true and valid capital stock of any Subsidiary except, in all material aspects each case, as at the time of such provision. 7.4 it is the sole and legal owner set forth on Schedule 5.4(B) of the respective Credit --------------- Agreement; (e) The Pledged Equity Interests as Shares have been duly and validly authorized and issued, are fully paid and non-assessable and represent all of the effective date of this Agreement issued and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose outstanding shares of the Pledged Equity Interests capital stock of each Domestic Subsidiary or any part thereof.65% of the issued and outstanding shares of the capital stock of each Foreign Subsidiary, as the case may be; 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents(f) No consent, the Pledged Equity Interests are free from any other encumbrances, third party rights approval or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers authorization of or any registration designation or filings (if required by laws) filing with any governmental authority on the part of any Pledgor is required for in connection with the execution pledge and security interest granted under this Agreement except as set forth on Schedule 3(f) hereto; ------------- (g) The execution, delivery and performance of this Agreement and will not violate 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 the Plegded Equity Interests under this Agreement have been obtained charter or completed and will remain valid in full during the effective term by-laws of this Agreement. 7.9 the execution and performance each Pledgor or any Subsidiary or of any securities issued by each Pledgor or any Subsidiaries or of any mortgage, indenture, lease, contract, or other material agreement, instrument or undertaking to which any Pledgor or any Subsidiary is a party or which purports to be binding upon any Pledgor or any Subsidiary or upon any of its obligations under this Agreement respective assets, and will not result in a breach the creation or imposition of any agreement to which it is a party lien, charge or by which it encumbrance on or its security interest in any of the assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, Pledgor or any decision Subsidiary except as contemplated by this Agreement; (h) The pledge, assignment and delivery to Agent, on behalf of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation Lenders, of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, Shares pursuant to its knowledge, threatened suits, proceedings or claims against it, its assets or this Agreement creates a valid first lien on and a first perfected security interest in the Pledged Equity Interests before any courtShares and the proceeds thereof in favor of Agent, arbitration authorityon behalf of Lenders, government department subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement encumbrance or to discharge its obligation any agreement purporting to grant to any third party a security interest in the property or assets of guarantee. 7.13 any Pledgor which would include the Pledged Shares. Each Pledgor covenants and agrees that it warrants hereby will defend Agent's right, title and security interest in and to the Pledgee that Pledged Shares and the above representations proceeds thereof against the claims and warranties are and shall remain true and accurate demands of all persons whomsoever; and (i) All information heretofore, herein or hereafter supplied to Agent by or on behalf of any Pledgor with respect to the Pledged Shares is and will be fully complied with at accurate and complete in all times material respects, taking into account any amendments to Schedules as a result of any disclosures made by any Pledgor to Agent after the Closing Date and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in fullapproved by Agent. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Pledgee Indebtedness has been paid in full and the Loan Agreement has been irrevocably terminated) that: 7.1 it (a) Each Pledgor has full legal capacity the requisite power and authority to enter into this Agreement, to pledge the lawful right and capability to execute this Agreement Collateral for the purposes described herein and to be bound carry out the transactions contemplated by the legal obligations under this Agreement. 7.2 all reports(b) The execution, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance by each Pledgor of this Agreement and the Plegded Equity Interests under this Agreement pledge of the Collateral hereunder have been obtained or completed duly and will remain valid in full during the effective term of this Agreement. 7.9 the execution properly authorized and performance of its obligations under this Agreement do not and will not result in a breach any violation of any agreement agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a partyPledgor. 7.10 (c) This Agreement constitutes the Equity Pledge constitutes a first ranking security over the Pledged Equity Interestslegal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms. 7.11 all taxes (d) Each Pledgor is the direct and charges payable for the creation beneficial owner of each share of the Pledged Equity Interests Stock. (e) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid by itand nonassessable. 7.12 there is (f) Upon delivery of the Pledged Stock to Pledgee or an agent for Pledgee, this Agreement creates and grants a valid first lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens") or to any agreement purporting to grant to any third party a Lien upon the property or assets of each Pledgor which would include the Collateral. (g) There are no restrictions on transfer of the Pledged Stock contained in the Certificate of Incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (h) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (i) There are no pending or, to its the best of each Pledgor's knowledge, threatened suits, actions or proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authorityjudicial body, government department or administrative agency or arbitrator which may have material materially adversely affect the Collateral. (j) No consent, approval, authorization or adverse effect on its economic conditions other order of any person, firm, corporation or other entity ("Person") and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor either (i) for the Pledgors’ ability pledge of the Collateral pursuant to perform this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgee of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to discharge its obligation this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of guaranteesecurities generally. 7.13 it warrants (k) No notification of the pledge evidenced hereby to any Person is required. (l) The Pledged Stock constitutes one hundred percent (100%) of the Pledgee that issued and outstanding shares of capital stock of the above Issuers thereof set forth on Schedule A annexed hereto. (m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security convertible into any Pledged Stock. The representations and warranties are set forth in this Section 4 (other than those contained in subsection (m)) shall survive the execution and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term delivery of this Agreement as giftAgreement. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Administrative Agent that: 7.1 it has full legal capacity (a) Such Pledgor is, and at the time of delivery of the Pledged Shares to the Administrative Agent will be, the sole holder of record and the lawful right sole beneficial owner of such Pledged Shares pledged by such Pledgor free and capability to execute clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement and to be bound by any Permitted Liens; such Pledgor is and at the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it time of delivery of the Pledged Indebtedness to the Pledgee Administrative Agent will be, the sole owner of such Pledged Indebtedness free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement and any Permitted Liens; (b) All of the Pledged Shares issued by any Subsidiary of any Pledgor have been duly authorized, validly issued and are fully paid and non-assessable; the Pledged Indebtedness issued by any Subsidiary of any Pledgor has been duly authorized, authenticated or issued and delivered by, and is, to the knowledge of such Pledgor, the legal, valid and binding obligations of, the Person obligated under such Pledged Indebtedness, and no such Person that is a Loan Party is in default in any material respect thereunder or of any material provision thereunder; (c) Such Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by such Pledgor to the Administrative Agent as provided herein; (d) None of the Pledged Shares or Pledged Indebtedness, in each case issued by any Subsidiary of any Pledgor, has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; provided, that no representation is made with respect to any transfer to the Pledgors Administrative Agent pursuant to the terms of this Agreement; (e) All of the Pledged Shares are, as of the date hereof, presently owned by such Pledgor, and, to the extent applicable, are presently represented by the certificates listed on Part A of Schedule I hereto or on the Pledge Amendment (as defined below), as the case may be. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares; (f) No consent, approval, authorization or other order or other action by, and all matters no notice to or filing with, any Governmental Authority or any other Person is required under (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement prior to or for the effective date execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in each case, for compliance with the Act, those as have been obtained or made and are true in full force and accurate effect and recordings and filings in connection with the perfection of the Liens granted to the Administrative Agent hereunder; (g) each Subsidiary that is issuing Pledged Shares but that is not a corporation will not issue certificates to evidence its equity interests unless it has opted in to Article 8 under Section 8-103(c) of the UCC; (h) The Uniform Commercial Code financing statements containing a description of the Pledged Collateral, which have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent and the Secured Parties by the Pledgors for filing in each governmental office specified on Schedule II hereof, are all material aspects the filings that are necessary as of the effective date Closing Date to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Pledged Collateral in which the security interest may be perfected by filing a financing statement under the Uniform Commercial Code; (i) The security interests granted in the Pledged Collateral pursuant to this Agreement (i) will create a legal and valid Lien and security interest in the Pledged Collateral in favor of the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties, securing the payment of the Secured Obligations and (ii), subject to the filings described in Section 5(g), constitutes a perfected security interest in all Pledged Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code, and such Lien is prior to all other Liens other than Permitted Liens; (j) This Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity; (k) The Pledged Shares issued by LOTS constitute 100% of the issued and outstanding shares of stock of LOTS; and (l) Except as disclosed on Part B of Schedule I, as of the Closing Date, none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness (except for the Secured Obligations) or subject to the terms of an indenture. The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee Administrative Agent that: 7.1 it has full legal capacity (a) such Pledgor is, and at the time of delivery of the Pledged Shares to the Administrative Agent will be, the sole holder of record and the lawful right sole beneficial owner of such Pledged Shares pledged by such Pledgor free and capability to execute clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement and to be bound by any Permitted Liens; such Pledgor is, and at the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it time of delivery of the Pledged Indebtedness to the Pledgee Administrative Agent will be, the sole owner of such Pledged Indebtedness free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement and any Permitted Liens; (b) all of the Pledged Shares issued by any Subsidiary of any Pledgor have been duly authorized, validly issued and are fully paid and non-assessable; the Pledged Indebtedness issued by any Subsidiary of any Pledgor has been duly authorized, authenticated or issued and delivered by, and is, to the knowledge of such Pledgor, the legal, valid and binding obligations of, the Person obligated under such Pledged Indebtedness; and no such Person that is a Loan Party is in default in any material respect thereunder or of any material provision thereunder; (c) such Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by such Pledgor to the Administrative Agent as provided herein; (d) none of the Pledged Shares or Pledged Indebtedness, in each case issued by any Subsidiary of any Pledgor, has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; provided that no representation is made with respect to any transfer to the Pledgors Administrative Agent pursuant to the terms of this Agreement; (e) all of the Pledged Shares are, as of the date hereof, presently owned by such Pledgor, and, to the extent applicable, are presently represented by the certificates listed on Part A of Schedule I hereto or on the Pledge Amendment (as defined below), as the case may be. As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares; #PageNum# #4831-3075-4320 (f) no consent, approval, authorization or other order or other action by, and all matters no notice to or filing with, any Governmental Authority or any other Person is required under (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Agreement prior to or for the effective date execution, delivery or performance of this Agreement by such Pledgor, or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in each case, for compliance with the Act, those as have been obtained or made and are true in full force and accurate effect and recordings and filings in connection with the perfection of the Liens granted to the Administrative Agent hereunder; (g) each Subsidiary that is issuing Pledged Shares but that is not a corporation will not issue certificates to evidence its equity interests unless it has opted in to Article 8 under Section 8-103(c) of the UCC; (h) the Uniform Commercial Code financing statements containing a description of the Pledged Collateral, which have been prepared by the Administrative Agent based upon the information provided to the Administrative Agent and the Secured Parties by the Pledgors for filing in each governmental office specified on Schedule II hereof, are all material aspects the filings that are necessary as of the effective date Closing Date to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Pledged Collateral in which the security interest may be perfected by filing a financing statement under the Uniform Commercial Code; (i) the security interests granted in the Pledged Collateral pursuant to this Agreement (i) will create a legal and valid Lien and security interest in the Pledged Collateral in favor of the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties, securing the payment of the Secured Obligations and (ii), subject to the filings described in Section 5(h) constitutes a perfected security interest in all Pledged Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code, and such Lien is prior to all other Liens other than Permitted Liens; (j) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity; (k) the Pledged Shares issued by LOTS constitute 100% of the issued and outstanding shares of stock of LOTS; and (l) except as disclosed on Part B of Schedule I, as of the Closing Date, none of the Pledged Indebtedness is subordinated in right of payment to other Indebtedness (except for the Secured Obligations) or subject to the terms of an indenture. #PageNum# #4831-3075-4320 The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Pledgee Indebtedness has been paid in full) that: 7.1 it (a) Each Pledgor has full legal capacity the requisite power and authority to enter into this Agreement, to pledge the lawful right and capability to execute this Agreement Collateral for the purposes described herein and to be bound carry out the transactions contemplated by the legal obligations under this Agreement. 7.2 all reports(b) The execution, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution delivery and performance by each Pledgor of this Agreement and the Plegded Equity Interests under this Agreement pledge of the Collateral hereunder have been obtained or completed duly and will remain valid in full during the effective term of this Agreement. 7.9 the execution properly authorized and performance of its obligations under this Agreement do not and will not result in a breach any violation of any agreement agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a partyPledgor. 7.10 (c) This Agreement constitutes the Equity Pledge constitutes a first ranking security over the Pledged Equity Interestslegal, valid and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms. 7.11 all taxes (d) Each Pledgor is the direct and charges payable for the creation beneficial owner of each share of the Pledged Equity Interests Stock. (e) All of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid by itand nonassessable. 7.12 there is (f) Upon delivery of the Pledged Stock to Pledgee or an agent for Pledgee, this Agreement creates and grants a valid first lien on and perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens") or to any agreement purporting to grant to any third party a Lien upon the property or assets of each Pledgor which would include the Collateral. (g) There are no restrictions on transfer of the Pledged Stock contained in the Certificate of Incorporation or by-laws of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (h) None of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. (i) There are no pending or, to its the best of each Pledgor's knowledge, threatened suits, actions or proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authorityjudicial body, government department or administrative agency or arbitrator which may have material materially adversely affect the Collateral. (j) No consent, approval, authorization or adverse effect on its economic conditions other order of any person, firm, corporation or other entity ("Person") and no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required by any Pledgor either (i) for the Pledgors’ ability pledge of the Collateral pursuant to perform this Agreement or for the execution, delivery or performance of this Agreement or (ii) for the exercise by the Pledgee of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to discharge its obligation this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of guaranteesecurities generally. 7.13 it warrants (k) No notification of the pledge evidenced hereby to any Person is required. (l) The Pledged Stock constitutes one hundred percent (100%) of the Pledgee that issued and outstanding shares of capital stock of the above Issuers thereof set forth on Schedule A annexed hereto. (m) As of the date hereof, there are no existing options, warrants, calls or commitments of any such character whatsoever relating to any Pledged Stock and no indebtedness or other security convertible into any Pledged Stock. The representations and warranties are set forth in this Section 3 (other than those contained in subsection (m)) shall survive the execution and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term delivery of this Agreement as giftAgreement. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors hereby Pledgor represents and warrants to the Pledgee thatas follows: 7.1 it has full legal capacity 6.1 As of the Closing Date, Schedule A hereto truly and accurately sets forth the lawful right number of the issued and capability outstanding shares owned by each Pledgor of the capital stock of each of the Issuers and Schedule B hereto truly and accurately sets forth the percentage of the membership interests or partnership interests held by each Pledgor in each of the LLCs and Partnerships. The Pledged Shares constitute 100 percent of the issued and outstanding shares of stock of the Issuers and there are no outstanding warrants, options, subscriptions or other contractual arrangements for the purchase of any other shares of stock or any securities convertible into shares of stock of any Issuer. The Pledged Interests together with the Pledged Interests (as defined in the OPCO Subsidiaries General Security and Pledge Agreement) constitute 100% of the membership interests and partnership interests of the LLCs and Partnerships. 6.2 The delivery of the Pledged Shares to execute Foothill pursuant to this Agreement and the filing of the financing statement(s), which have been delivered to Foothill prior to the date hereof, in the offices shown thereon, create a valid and perfected first priority security interest in the Pledged Collateral (other than cash not in the possession of Foothill), securing the payment of such Pledgor's Obligations. 6.3 Except for consents, approvals and authorizations received on or before the date hereof and as described under Section 8.3 hereof, no consent of any other party (including, without limitation, any stockholder or creditor of any Pledgor) and no approval by a Governmental Authority is required either (i) for the pledge by each Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by each Pledgor or (ii) for the exercise by Foothill of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be bound required in connection with such disposition by laws affecting the offering and sale of securities generally). 6.4 None of the Pledged Shares constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System. 6.5 No Pledgor owns any share of capital stock of any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the Issuers and the Unrestricted Subsidiaries described on Schedule A-1 or has a membership interest or partnership interest in any Wholly-Owned Subsidiary or any directly-owned Unrestricted Subsidiary other than the LLCs and Partnerships and the Unrestricted Subsidiaries described on Schedule A-1 . 6.6 Each Pledgor is and will be the sole beneficial owner of its Pledged Collateral, free and clear of any adverse claim and any Lien other than Permitted Liens and the Liens in favor of Foothill under this Agreement and other Loan Documents. 6.7 Each Pledgor has full power and authority and legal obligations under right to grant the security interest in its Pledged Shares and Pledged Interests as provided in this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date 6.8 Pledged Shares of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement. 7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision. 7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose each Issuer forming part of the Pledged Equity Interests or any part thereof. 7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests Collateral are free from any other encumbrances, third party rights or restrictions. 7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee. 7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement continue to which it is a party or by which it or its assets are boundbe validly issued, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party. 7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes and charges payable for the creation of the Pledged Equity Interests have been fully paid by itand non-assessable. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its obligation of guarantee. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.

Representations and Warranties of Pledgors. Each of the Pledgors Pledgor hereby represents and warrants to the Pledgee thatAgent as follows: 7.1 it has full legal capacity (a) the information set forth on Schedule I and the lawful right Schedule II are true, correct and capability to execute this Agreement and to be bound by the legal obligations under this Agreement. 7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate complete in all material aspects as respects; (b) All of the effective date Pledged Collateral of this Agreement. 7.3 all reportseach Pledgor that is in certificated form, documents and information provided by it to is registered in the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time name of such provision.Pledgor; 7.4 it is the sole and legal owner (c) As of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose Closing Date, all of the Pledged Equity Interests that is issued by an Issuer that is not a corporation is either (i) not (A) dealt in or any part thereof. 7.5 save for traded on securities exchanges or in securities markets, (B) deemed to be investment company securities, (C) held by such Pledgor in a securities account or (D) subject to a control agreement with (x) the encumbrances created pursuant this Agreement and the rights provided Issuer of such Pledged Equity or (y) a securities intermediary relating to such Pledged Equity or (ii) under the Transaction Documentscontrol (for purposes of Article 8 and 9 of the UCC, to the extent applicable) of Agent, and such Pledgor has taken all action necessary to grant Agent control (for purposes of Article 8 and 9 of the UCC, to the extent applicable) of such Pledged Equity. In addition, as of the Closing Date, none of the Pledged Equity that is issued by an Issuer that is not a corporation, or any agreements governing any of such Pledged Equity, provides that such Pledged Equity is securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, to the extent applicable, whether as a result of actions by any Issuer thereof or otherwise; (d) The Pledged Collateral constitutes at least the percentage of all the issued and outstanding Equity Interests are free from of each such Issuer as set forth on Schedule I; (e) The items listed as Pledged Collateral on Schedule I constitute the only Equity Interests in which Pledgors have any other encumbrances, third party rights or restrictions.rights; 7.6 (f) All certificates evidencing the Pledged Equity Interests Collateral of Pledgors have been delivered to Agent (except as otherwise provided in Section 19(c) hereof); (g) Pledgors have good and marketable title to the Pledged Collateral. Pledgors are the sole owner of all of the Pledged Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the Permitted Liens; (h) Other than to the extent constituting a Permitted Lien, no Pledgor has heretofore transferred, pledged, assigned or otherwise encumbered any of their rights in or to the Pledged Collateral; (i) Other than a requirement of consent of other members contained in the operating agreements governing any of the Pledged Collateral (which such consent has been obtained, if any), Pledgors are not prohibited under any agreement with any other person or entity, or under any judgment or decree, from being pledged the execution and delivery of this Agreement or transferred lawfullythe performance or discharge of the obligations, duties, covenants, agreements, and it liabilities contained in this Agreement; (j) No action has been brought or threatened in writing that would prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; (k) Pledgors have full rights power and power authority to pledge the Pledged Equity Interests to the Pledgee. 7.7 execute and deliver this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it. 7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance delivery of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement. 7.9 the execution and performance of its obligations under this Agreement will do not result in a breach of conflict with any agreement to which it any Pledgor is a party or any law, order, ordinance, rule, or regulation to which any Pledgor is subject or by which it is bound and do not constitute a default under any agreement or its assets are bound, or result in a breach of instrument binding upon any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party.Pledgor; and 7.10 (l) This Agreement has been properly executed and delivered and constitutes the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests. 7.11 all taxes valid and charges payable for the creation of the Pledged Equity Interests have been fully paid by it. 7.12 there is no pending or, to its knowledge, threatened suits, proceedings or claims against it, its assets or the Pledged Equity Interests before any court, arbitration authority, government department or administrative agency which may have material or adverse effect on its economic conditions or the Pledgors’ ability to perform this Agreement or to discharge its legally binding obligation of guaranteeeach Pledgor and is fully enforceable against each Pledgor in accordance with its terms. 7.13 it warrants hereby to the Pledgee that the above representations and warranties are and shall remain true and accurate and will be fully complied with at all times and under all circumstances until the discharge of the Contractual Obligations or repayment of the Secured Indebtedness in full. 7.14 it agrees to give to the Pledgee or the entity/individual designated by the Pledgee immediately any dividends, bonus and interests received by it from the Company during the term of this Agreement as gift. 7.15 to the extent permitted by the PRC Laws, it agrees to give to the Pledgee or the entity/individual designated by the Pledgee any interests distributed by the Company following the dissolution or winding up of the Company as gift, in the event that the Company is required to be dissolved or wound up as required by the compulsory provisions under the laws.