Common use of Representations and Warranties of the Pledgors Clause in Contracts

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed by the Pledgors, the Agreement shall constitute legal, valid and binding obligations on the Pledgors. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any registration or filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows:that 7.1 The Pledgors They are Chinese citizensnatural persons of full capacity for civil acts according to the PRC Laws, with legitimate rights have full and separate legal status and capacity to sign the Agreement execute, deliver and to assume legal obligations in accordance with the perform this Agreement, and can xxx and be sued independently. 7.2 All reports, documents and information relating provided by them before effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the this Agreement are true true, correct, complete and accurate not misleading in all material aspects respects when the this Agreement becomes effective. 7.3 All reports, documents and information relating provided by them after effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the this Agreement are true and accurate valid in all material aspects at the time of provisionrespects when they are provided. 7.4 When the this Agreement becomes effective, the Pledgors are the sole legitimate owners legal owner of the Pledged Shares Equity Interest and there is no existing not any pending or potential dispute over the ownership of title to the Pledged SharesEquity Interest or any third party’s claim. The Pledgors have the right to dispose of all the Pledged Equity Interest or any part of the Pledged Sharesthereof. 7.5 Save Except for the security interests encumbered on interest created over the Pledged Shares in accordance with the Equity Interest under this Agreement and or any right created under the Transaction Agreements, the Pledged Shares are there is not subject to any other security interests or third-party interestsinterest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Shares Equity Interest may be legitimately pledged and transferredtransferred legally, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity Interest in favor of the Pledgee according to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly signed by the Pledgors, the This Agreement shall constitute legal, valid and binding obligations on of the PledgorsPledgors after the Pledgors properly sign it. 7.8 Any Except for the equity interest pledge registration with the competent industrial and commercial administration, any consent, approvalpermission, waiver, waiver or authorization of any third party or any permission, the approval, waiver permit, waiver, registration or filing (if required by law) of any government authority or any registration or filing formalities required for by execution and performance of the this Agreement and the Pledge of Equity Pledge hereunder Interest under this Agreement have been obtained or completed (completed, and shall remain fully valid during the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the this Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will of this Agreement shall not violate or contradict to any law applicable lawto them, any agreement to which they are parties a party or binding upon their assetsby which they are bound, or any court judgementcourt’s decision, any arbitral award arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge under hereunder constitutes the Agreement shall constitute the firs-rank security interest of first priority over the Pledged SharesEquity Interest. 7.11 All taxes and expenses fees payable for the acquisition of on the Pledged Shares shall be Equity Interest have been fully paid by the Pledgors in fullPledgors. 7.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgors or their properties property or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a Equity Interest that will have material or adverse effect on the financial Pledgors’ economic conditions of the Pledgors or their abilities ability to perform their the obligations and guarantees under or the Agreementsecurity liabilities hereunder. 7.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are true and accurate in all aspects correct and under all circumstances until all will be fully complied with before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. The Pledgors hereby severally but not jointly represent and warrant to the Pledgee as followsthat: 7.1 7.1. They are natural persons with full civil capacity or corporate legal person; they have full and independent legal status and legal capacity, and have been duly authorized to execute, deliver and perform this Agreement, and may xxx or be sued as an independent party. 7.2. The Pledgors are Chinese citizensCompany in which they hold equity interest is a limited liability company lawfully incorporated and existing, with legitimate rights having independent legal person qualification. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may xxx or be sued as an independent party. It has full power and authorization to execute and deliver this Agreement, all other documents they will sign related to the Agreement transactions contemplated under this Agreement, and has full power and authorization to assume legal obligations in accordance with complete the transactions contemplated under this Agreement. 7.2 7.3. All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant after the date of this Agreement with respect to the Pledgors and all matters required by this Agreement prior to the effectiveness are true, correct and valid in all substantial respects as of the Agreement are true and accurate in all material aspects when the Agreement becomes effectivedate of such provision. 7.3 7.4. All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant after the date of this Agreement with respect to the Pledgors and all matters required by this Agreement after the effectiveness are true, correct and valid in all substantial respects as of the Agreement are true and accurate in all material aspects at the time date of such provision. 7.4 When 7.5. As of the Agreement becomes effectivedate of this Agreement, the Pledgors are the sole legitimate only lawful owners of the Pledged Shares and there is no Pledge free from any existing dispute over in relation to the ownership of the Pledged Sharesthereof. The Pledgors have the right to dispose of all the Pledge or any part of the Pledged Sharesthereof. 7.5 Save for 7.6. Other than the security interests encumbered interest created on the Pledged Shares in accordance with the Pledge under this Agreement and the rights created under the Transaction Agreements, the Pledged Shares are not subject to Pledge is free from any other security interests interest or third-third party interestsrights. 7.6 7.7. The Pledged Shares may Pledge can be legitimately lawfully pledged and transferred, and the Pledgors have the requisite full rights and powers power to pledge the Pledged Shares Pledge to the Pledgee in accordance with the terms of this Agreement. 7.7 Once 7.8. This Agreement is lawfully and duly signed executed and delivered by the Pledgors, the Agreement shall constitute legal, valid Pledgors and constitutes lawful and binding obligations on of the Pledgors. 7.8 7.9. Any consentconsents, approvalpermissions, waiver, authorization of waivers or authorizations by any third party or any permissionapprovals, approval, waiver of any government authority licenses or exemptions by or any registration or filing formalities with any governmental body (if required by laws), necessary for the execution and performance of the this Agreement and the Equity Pledge hereunder under this Agreement, have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) handled and will remain in full force and effect within during the valid term of the this Agreement. 7.9 7.10. The execution and performance of the this Agreement by the Pledgors will do not violate or contradict conflict with any law applicable lawto the Pledgors in effect, any agreement to which they the Pledgors are parties a party or binding upon by which their assetsassets are bound, any court judgementjudgment, any arbitral award award, or any decision of any administrative decisionauthority. 7.10 7.11. The pledge Equity Pledge under the this Agreement shall constitute the constitutes a first order of security interest of first priority over on the Pledged SharesPledge. 7.11 7.12. All taxes and expenses fees payable for in connection with obtaining the acquisition of the Pledged Shares shall be Pledge have been paid in full by the Pledgors in fullPledgors. 7.12 7.13. There is are no pending such pending, or to the knowledge of the Pledgors Pledgors, threatened suits, arbitrations, or other legal proceedings or claims before any threatened litigationcourt or arbitral tribunal, or administrative proceedings, or other legal proceeding proceedings or claim claims before any governmental body or administrative authority against the Pledgors or their properties or and the Pledged Shares in any court or arbitral tribunal. In additionPledge, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has that will have a material or adverse effect on the financial economic conditions of the Pledgors or their abilities the Pledgors’ ability to perform their obligations and guarantees security liability under the this Agreement. 7.13 7.14. The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned aforesaid representations and warranties are will remain true and accurate in all aspects correct and will be fully complied with under all circumstances until all prior to the full performance of the Contractual Obligations have been fully performed or and the full repayment of the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantIndebtedness.

Representations and Warranties of the Pledgors. The Each of the Pledgors hereby represent represents and warrant warrants to the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate have full capacity and legal rights and capacity abilities to sign the this Agreement and to assume the legal obligations in accordance with the Agreementhereunder. 7.2 All reports, documents and information relating to concerning the Pledgors and all matters as required by this Agreement which are provided by the Pledgors to the Pledgee pursuant to the before this Agreement prior to the effectiveness of the Agreement comes into effect are true and accurate correct in all material aspects at the time when the this Agreement becomes effectivecomes into effect. 7.3 All reports, documents and information relating to concerning the Pledgors and all matters as required by this Agreement which are provided by the Pledgors to the Pledgee pursuant to the after this Agreement after the effectiveness of the Agreement comes into effect are true and accurate correct in all material aspects at the time of provisionwhen they are provided. 7.4 When At the time when this Agreement becomes effectivecomes into effect, the Pledgors are the sole legitimate legal owners of the Pledged Shares and there is Equity, with no existing dispute over whatsoever concerning the ownership of the Pledged SharesEquity. The Pledgors have the right to dispose of all the Pledged Equity or any part of the Pledged Sharesthereof. 7.5 Save Except for the security interests encumbered encumbrance set on the Pledged Shares in accordance with Equity hereunder and the Agreement and rights set under the Transaction Agreements, there is no other encumbrance, third party interest or any other restrictions set on the Pledged Shares are not subject to any other security interests or third-party interestsEquity. 7.6 The Pledged Shares may be legitimately Equity is capable of being pledged and transferredor transferred according to the laws, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity to the Pledgee in accordance with the according to this Agreement. 7.7 Once duly signed by This Agreement constitutes the Pledgors, the Agreement shall constitute legal, valid and binding obligations on the Pledgors when it is duly executed by the Pledgors. 7.8 Any consent, permission, waiver or authorization by any third person, or any approval, waiver, authorization of any third party permission or any permission, approval, waiver of exemption by any government authority authority, or any registration or filing formalities (if required for by laws) with any government authority to be obtained in respect of the execution and performance of the Agreement hereof and the Equity Pledge hereunder have already been obtained handled or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) obtained, and will remain in full force and effect within be fully effective during the valid term of the this Agreement. 7.9 The execution and performance of the this Agreement by the Pledgors will are not violate in violation of or contradict conflict with any laws applicable lawto them, any agreement to which they are parties a party or which has binding upon effect on their assets, any court judgementjudgment, any arbitral award arbitration award, or any administrative administration authority’s decision. 7.10 The pledge under hereunder constitutes the Agreement shall constitute the security interest encumbrance of first order in priority over on the Pledged SharesEquity. 7.11 All taxes and expenses fees payable for the in connection with acquisition of the Pledged Shares shall be Equity have already been paid in full by the Pledgors in fullPledgors. 7.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding process or claim demand by any court or any arbitral tribunal against the Pledgors Pledgors, or their properties property, or the Pledged Shares in Equity, nor is there any court or arbitral tribunal. In additionpending or, there is no pending or to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding process or claim demand by any government authority or any administration authority against the Pledgors Pledgors, or their properties property, or the Pledged Shares at any governmental agency or administrative bodyEquity, which has a is of material or adverse detrimental effect on the financial conditions economic status of the Pledgors or their abilities capability to perform their the obligations hereunder and guarantees under the AgreementGuaranteed Liabilities. 7.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are will remain true and accurate in all aspects correct at any time and under all circumstances until all any circumstance before the Contractual Contract Obligations have been are fully performed or the Secured Debts have been Guaranteed Liabilities are fully repaid, and will be fully complied with. 7.14 The Pledgors agree to immediately and unconditionally present any share profit, bonus, dividend and other incomes that they obtain from the Company during the contract period to the Pledgee or the entity/individual designated by the Pledgee. 7.15 If the Company is required to be dissolved or liquidated as per compulsory provisions of applicable laws, any interest distributed to the Pledgors also hereby so covenantaccording to law upon completion of legal dissolution or liquidation of the Company shall be presented to the Pledgee or the entity/individual designated by the Pledgee to the extent not in violation of the PRC Law.

Representations and Warranties of the Pledgors. The Pledgors Excluding the circumstances as disclosed in Schedule A, each Pledgor hereby respectively and not jointly represent and warrant to the Pledgee as followsthat: 7.1 The Pledgors are If the Pledgor is a natural person, he is a Chinese citizenscitizen with full civil capacity, with legitimate and has legal rights and capacity to sign the execute this Agreement and to assume bears legal obligations in accordance under this Agreement. If the Pledgor is not a natural person, it is a legal entity duly incorporated under PRC Laws with the legal rights and capacity to execute this Agreement and bears legal obligations under this Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness As of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness effective date of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effectivethis Agreement, the Pledgors are Pledgor is the sole legitimate owners only lawful owner of the Pledged Shares and there is no Equities free from any existing dispute over in relation to the ownership of thereof. Other than the security interests created on the Pledged Shares. The Pledgors have Equities under this Agreement and the rights created under the Transaction Agreements, the Pledgor has the right to dispose of all the Pledged Equities or any part of the Pledged Sharesthereof. 7.5 Save for 7.3 Other than the security interests encumbered created on the Pledged Shares in accordance with the Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Shares Equities are not subject to free from any other security interests or third-third party interestsrights and interests and any other restriction. 7.6 7.4 The Pledged Shares may Equities can be legitimately lawfully pledged and transferred, and the Pledgors have the requisite Pledgor has full rights and powers power to pledge the Pledged Shares Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Once duly 7.5 This agreement, once properly signed by the PledgorsPledgor, the Agreement shall constitute constitutes legal, valid and binding obligations on to the PledgorsPledgor. 7.8 Any 7.6 As necessary to the execution and performance of this Agreement and the equity pledge under this Agreement, any consent, approvalpermission, waiver, waiver or authorization of by any third party or any permission, approval, waiver of license or exemption by any government authority governmental body or any registration or filing formalities (if required for execution and performance of the Agreement and the Equity Pledge hereunder by law) with any governmental body have been obtained or completed handled (except for the required approval and registration (including without limitation the review and approval from State Administration of the Equity Pledge Radio and Television and change registration with industrial and commercial authorities) with the relevant administration governmental authority of changed registered capital and share ownership structure under the SPA executed on the same date with this Agreement, and except for industry that the pledge registration with the industrial and commerce shall commercial authority will be initiated immediately upon processed as soon as possible in reasonably available time after the execution of the this Agreement) ), and will remain in full force and effect within during the valid term of the this Agreement. 7.9 7.7 The execution and performance of the this Agreement by the Pledgors will Pledgor do not violate or contradict conflict with any law applicable lawto the Pledgor in effect, any agreement to which they the Pledgor is a party or by which its assets are parties or binding upon their assetsbound, any court judgementjudgment, any arbitral award award, or any decision of any administrative decisionauthority. 7.8 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities held by the Pledgor. 7.9 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full in accordance with the laws by the Pledgor. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is are no pending or or, to the knowledge of the Pledgors any Pledgor, threatened litigationsuits, arbitrations, or other legal proceeding proceedings or claim against the Pledgors or their properties or the Pledged Shares in claims before any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors administrative proceedings, or other legal proceedings or claims before any threatened litigation, legal proceeding governmental body or claim administrative authority against the Pledgors Pledged Equities, the Pledgor or their properties or the Pledged Shares at any governmental agency or administrative body, which has will have a material or adverse effect on the financial economic conditions of the Pledgors Pledgor or their abilities the Pledgor’s ability to perform their its obligations and guarantees security liability under the this Agreement. 7.13 7.11 The Pledgors Pledgor hereby undertakes warrants to the Pledgee that the above-mentioned representations and warranties are made above will remain true and accurate in all aspects correct and will be fully complied with under all circumstances until all full performance of the Contractual Obligations have been fully performed or the full repayment of the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantIndebtedness.

Representations and Warranties of the Pledgors. The Pledgors Excluding the circumstances as disclosed in Schedule A, each Pledgor hereby respectively and not jointly represent and warrant to the Pledgee as followsthat: 7.1 The Pledgors are If the Pledgor is a natural person, he is a Chinese citizenscitizen with full civil capacity, with legitimate and has legal rights and capacity to sign the execute this Agreement and to assume bears legal obligations in accordance under this Agreement. If the Pledgor is not a natural person, it is a legal entity duely incorporated under PRC Laws with the legal rights and capacity to execute this Agreement and bears legal obligations under this Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness As of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness effective date of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effectivethis Agreement, the Pledgors are Pledgor is the sole legitimate owners only lawful owner of the Pledged Shares and there is no Equities free from any existing dispute over in relation to the ownership of thereof. Other than the security interests created on the Pledged Shares. The Pledgors have Equities under this Agreement and the rights created under the Transaction Agreements, the Pledgor has the right to dispose of all the Pledged Equities or any part of the Pledged Sharesthereof. 7.5 Save for 7.3 Other than the security interests encumbered created on the Pledged Shares in accordance with the Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Shares Equities are not subject to free from any other security interests or third-third party interestsrights and interests and any other restriction. 7.6 7.4 The Pledged Shares may Equities can be legitimately lawfully pledged and transferred, and the Pledgors have the requisite Pledgor has full rights and powers power to pledge the Pledged Shares Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Once duly 7.5 This agreement, once properly signed by the PledgorsPledgor, the Agreement shall constitute constitutes legal, valid and binding obligations on to the PledgorsPledgor. 7.8 Any 7.6 As necessary to the execution and performance of this Agreement and the equity pledge under this Agreement, any consent, approvalpermission, waiver, waiver or authorization of by any third party or any permission, approval, waiver of license or exemption by any government authority governmental body or any registration or filing formalities (if required for execution and performance of the Agreement and the Equity Pledge hereunder by law) with any governmental body have been obtained or completed handled (except for the required approval and registration (including without limitation the review and approval from State Administration of Radio and Television and change registration with industrial and commercial authorities) with the governmental authority of the Equity Pledge shares that Tang Liang inherits from Ding Jizhong and Shenzhen Lvying Venture Capital Co., Ltd. respectively, the changed registered capital and share ownership structure under the SPA executed by and between Linzhi Lichuang Information Technology Co., Ltd. and the Company, the shares that Qiu Zhongwei inherits from Xxxx Xxxxxxx, and except for that the pledge registration with the relevant administration for industry industrial and commerce shall commercial authority will be initiated immediately upon processed as soon as possible in reasonably available time after the execution of the this Agreement) ), and will remain in full force and effect within during the valid term of the this Agreement. 7.9 7.7 The execution and performance of the this Agreement by the Pledgors will Pledgor do not violate or contradict conflict with any law applicable lawto the Pledgor in effect, any agreement to which they the Pledgor is a party or by which its assets are parties or binding upon their assetsbound, any court judgementjudgment, any arbitral award award, or any decision of any administrative decisionauthority. 7.8 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities held by the Pledgor. 7.9 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full in accordance with the laws by the Pledgor. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is are no pending or or, to the knowledge of the Pledgors any Pledgor, threatened litigationsuits, arbitrations, or other legal proceeding proceedings or claim against the Pledgors or their properties or the Pledged Shares in claims before any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors administrative proceedings, or other legal proceedings or claims before any threatened litigation, legal proceeding governmental body or claim administrative authority against the Pledgors Pledged Equities, the Pledgor or their properties or the Pledged Shares at any governmental agency or administrative body, which has will have a material or adverse effect on the financial economic conditions of the Pledgors Pledgor or their abilities the Pledgor’s ability to perform their its obligations and guarantees security liability under the this Agreement. 7.13 7.11 The Pledgors Pledgor hereby undertakes warrants to the Pledgee that the above-mentioned representations and warranties are made above will remain true and accurate in all aspects correct and will be fully complied with under all circumstances until all full performance of the Contractual Obligations have been fully performed or the full repayment of the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantIndebtedness.

Representations and Warranties of the Pledgors. 5.1 The Pledgors are PRC citizens with full capacity for civil act, with full and independent legal status, and are legally competent to sign, deliver and perform this Agreement. Each of the Pledgors can xxx or be sued in a litigation. 5.2 The Pledgors are the lawful owners of the Equity Interests. 5.3 The Pledgors can sign this Agreement without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party. 5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by or belonging to any third party, in the Equity Interests. 5.6 Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Equity Interests, nor shall they establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee. 5.7 The Pledgors shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgors shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgors shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgors’ warranties and obligations, or affect the performance of the Pledgors’ obligations hereunder. 5.9 The Pledgors hereby represent and warrant agree that the Right of Pledge to be exercised by the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all shall not be disrupted or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed impaired by the Pledgors, the Pledgors’ successors, or trustees, or any other person. 5.10 Each of the Pledgors has full power to sign, deliver and perform this Agreement. This Agreement shall constitute legal, valid be signed and delivered by the Pledgors legally and properly. This Agreement shall be binding obligations on upon the PledgorsPledgors and may be enforced against the Pledgors in accordance with the terms and conditions hereunder. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any 5.11 The Pledgors shall complete the procedures for registration or and filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry government departments, including but not limited to the State Administration of Industry and commerce shall be initiated immediately upon Commerce in China (if needed). 5.12 In the execution interests of the Agreement) Pledgee, the Pledgors shall observe and will remain in full force and effect within the valid term perform all of the Agreement. 7.9 The execution aforesaid warranties, undertakings, agreements, representations and performance of the Agreement by the Pledgors will not violate or contradict conditions. Should any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigationnot perform or fully perform such warranties, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In additionundertakings, there is no pending or to the knowledge of the Pledgors any threatened litigationagreements, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative bodyrepresentations and conditions, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes it shall be liable for damages to the Pledgee that for any loss suffered by the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantPledgee arising therefrom.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows:that 7.1 The Pledgors They are Chinese citizensnatural persons with full capacity for civil acts according to the PRC Laws, with legitimate rights have full and separate legal status and capacity to sign the Agreement execute, deliver and to assume legal obligations in accordance with the perform this Agreement, and can xxx and be sued independently. 7.2 All reports, documents and information relating provided by them before effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the this Agreement are true true, correct, complete and accurate not misleading in all material aspects respects when the this Agreement becomes effective. 7.3 All reports, documents and information relating provided by them after effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the this Agreement are true and accurate valid in all material aspects at the time of provisionrespects when they are provided. 7.4 When the this Agreement becomes effective, the Pledgors are the sole legitimate owners legal owner of the Pledged Shares Equity Interest and there is no existing not any pending or potential dispute over the ownership of title to the Pledged SharesEquity Interest or any third party’s claim. The Pledgors have the right to dispose of all the Pledged Equity Interest or any part of the Pledged Sharesthereof. 7.5 Save Except for the security interests encumbered on interest created over the Pledged Shares in accordance with the Equity Interest under this Agreement and or any right created under the Transaction Agreements, the Pledged Shares are there is not subject to any other security interests or third-party interestsinterest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Shares Equity Interest may be legitimately pledged and transferredtransferred legally, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity Interest in favor of the Pledgee according to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly signed by the Pledgors, the This Agreement shall constitute legal, valid and binding obligations on of the PledgorsPledgors after the Pledgors properly sign it. 7.8 Any Except for the equity pledge interest registration with the competent industrial and commercial administration, any consent, approvalpermission, waiver, waiver or authorization of any third party or any permission, the approval, waiver permit, waiver, registration or filing (if required by law) of any government authority or any registration or filing formalities required for by execution and performance of the this Agreement and the Pledge of Equity Pledge hereunder Interest under this Agreement have been obtained or completed (completed, and shall remain fully valid during the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the this Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will of this Agreement shall not violate or contradict to any law applicable lawto them, any agreement to which they are parties a party or binding upon their assetsby which they are bound, or any court judgementcourt’s decision, any arbitral award arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge under hereunder constitutes the Agreement shall constitute the firs-rank security interest of first priority over the Pledged SharesEquity Interest. 7.11 All taxes and expenses fees payable for the acquisition of on the Pledged Shares shall be Equity Interest have been fully paid by the Pledgors in fullPledgors. 7.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgors or their properties property or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a Equity Interest that will have material or adverse effect on the financial Pledgors’ economic conditions of the Pledgors or their abilities ability to perform their the obligations and guarantees under or the Agreementsecurity liabilities hereunder. 7.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are true and accurate in all aspects correct and under all circumstances until all will be fully complied with before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. 5.1 The Pledgors are PRC citizens with full capacity for civil act, with full and independent legal status, and are legally competent to sign, deliver and perform this Agreement. Each of the Pledgors can xxx or be sued in a litigation. 5.2 The Pledgors are the lawful owners of the Equity Interests. 5.3 The Pledgors can sign this Agreement without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party. 5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by or belonging to any third party, in the Equity Interests. 5.6 Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Equity Interests, nor shall they establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee. 5.7 The Pledgors shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgors shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgors shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgors’ warranties and obligations, or affect the performance of the Pledgors’ obligations hereunder. 5.9 The Pledgors hereby represent and warrant agree that the Right of Pledge to be exercised by the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all shall not be disrupted or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed impaired by the Pledgors, the Pledgors’ successors, or trustees, or any other person. 5.10 Each of the Pledgors has full power to sign, deliver and perform this Agreement. This Agreement shall constitute legal, valid be signed and delivered by the Pledgors legally and properly. This Agreement shall be binding obligations on upon the PledgorsPledgors and may be enforced against the Pledgors in accordance with the terms and conditions hereunder. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any 5.11 The Pledgors shall complete the procedures for registration or and filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry government departments, including but not limited to the State Administration of Industry and commerce shall be initiated immediately upon Commerce in China. 5.12 In the execution interests of the Agreement) Pledgee, the Pledgors shall observe and will remain in full force and effect within the valid term perform all of the Agreement. 7.9 The execution aforesaid warranties, undertakings, agreements, representations and performance of the Agreement by the Pledgors will not violate or contradict conditions. Should any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigationnot perform or fully perform such warranties, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In additionundertakings, there is no pending or to the knowledge of the Pledgors any threatened litigationagreements, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative bodyrepresentations and conditions, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes it shall be liable for damages to the Pledgee that for any loss suffered by the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantPledgee arising therefrom.

Representations and Warranties of the Pledgors. The Each of the Pledgors hereby represent severally and warrant jointly declares and warrants to the Pledgee as follows: 7.1 The Pledgors They are Chinese citizensall legal body of enterprise with full capacity; they all have complete and independent legal status and legal capacity, with legitimate rights and capacity have been duly authorized to sign the Agreement sign, deliver and to assume legal obligations in accordance with implement the Agreement. They can independently act as a litigation subject. 7.2 All reportsLohas Agricultural Information Technology Co., Ltd., the Company they held, is a limited liability company duly formed and legally existing according to Chinese law, and has independent corporate capacity. The Company has complete and independent legal status and legal capacity to sign, deliver and implement this Agreement, and can independently act as a litigation subject. The Company has the full power and authority to sign and deliver this Agreement and all other documents and information relating related to the Pledgors transactions referred to herein that it will sign, and provided by to complete the Pledgors transactions referred to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effectiveherein. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors Pledgor to the Pledgee pursuant to before the Agreement after comes into force concerning the effectiveness Pledgor and all matters required hereby are true, accurate and valid in all substantial respects at the effective time of the Agreement are true and accurate in all material aspects at the time of provisionAgreement. 7.4 When All reports, documents and information provided by the Pledgor to the Pledgee after the Agreement becomes effectivecomes into force concerning the Pledgor and all matters required hereby are true, accurate and valid in all substantial respects. 7.5 At the effective time of the Agreement, the Pledgors are Pledgor is the sole legitimate owners legal owner of the Pledged Shares Property, and there is no existing dispute over about the ownership of the Pledged SharesProperty. The Pledgors have Pledgor has the right to dispose of all or the Pledge Property and any part of the Pledged Sharesthereof. 7.5 Save 7.6 There is no security interest or third party interest in the Pledge Property except for the security interests encumbered established on the Pledged Shares in accordance with the Agreement Property hereunder and the rights established under the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interestsAgreement. 7.6 7.7 The Pledged Shares Property may be legitimately pledged and transferredtransferred according to law, and the Pledgors have the requisite rights and powers Pledgor has full right to pledge the Pledged Shares Property to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly 7.8 The Agreement, signed by the PledgorsPledgor, the Agreement shall constitute legalconstitutes a lawful, valid effective and binding obligations obligation on the PledgorsPledgor. 7.8 7.9 Any and all consent, approvalpermission, waiverabstention, authorization of any from third party or any approval, permission, approval, waiver of exemption from any government authority or any organization and registration or filing formalities procedures (if required by law) required for execution the signing and performance of the Agreement hereof and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) processed and will remain in full force and effect within be fully valid during the valid term validity period of the this Agreement. 7.9 7.10 The execution signing and performance of the Agreement by the Pledgors will Pledgor shall not violate or contradict conflict with any applicable law, any agreement to which they are parties or binding upon their on its assets, any court judgementdecision, any arbitral award arbitration award, or any decision of any administrative decisionagencies. 7.10 7.11 The pledge under the Agreement shall constitute the Equity Pledge hereunder constitutes a security interest of first priority over in the Pledged SharesProperty. 7.11 7.12 All taxes and expenses payable for charges due to the acquisition of the Pledged Shares shall be Property have been paid in full by the Pledgors in fullPledgor. 7.12 7.13 There is are no pending or threatened litigations, legal proceedings or requests in any court or arbitral tribunal against the Pledgor, or its property, pledge, or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In additionPledgor, there is are no pending or to the knowledge of the Pledgors any threatened litigationlitigations, legal proceeding proceedings or claim requests against the Pledgors or their properties Pledgor, its property, or the Pledged Shares at pledge, in any governmental agency or administrative bodyorganization, which has will have a material or adverse effect on the financial conditions economic condition or ability to fulfill the obligations and pay off Secured Debts of the Pledgors or their abilities to perform their obligations and guarantees under the AgreementPledgor hereunder. 7.13 7.14 The Pledgors Pledgor agrees that the right to the Pledged Property that the Pledgee obtains hereunder shall not be interrupted or impaired by the Pledgor or any heir or representative of the Pledgor or any other person through legal proceedings. 7.15 Unless otherwise instructed by the Pledgee in a prior written notice, , the Pledgor and/or the Company agree that, in case of a transfer of part or all of the Pledged Property in violation of the Agreement taking place between the Pledgor and any third party (the ” Transferee”), the Pledgor and/or the Company shall ensure that the Transferee unconditionally recognizes the Equity Pledge and performs any and all necessary registration procedures for the pledge change (including but not limited to signing relevant documents) to ensure the continuous existence of Equity Pledge. 7.16 In case that the Pledgor is in the event of the merger, split, dissolution, liquidation, bankruptcy or other circumstances may affect the exercise of its equity interests in the Company, any heir or successor of the Pledgor shall be deemed to be the signatory party to the Agreement and shall inherit/assume all the rights and obligations of the Pledgor hereunder. The Pledgor and the Company undertake that they have made all appropriate arrangements and signed all necessary documents to ensure that the performance hereof will not be affected or hindered in the event of the merger, split, dissolution, liquidation, bankruptcy or other occurrence that may affect Pledgor’s holding of ownership of the Company. 7.17 The Pledgor hereby undertakes warrants to the Pledgee that the above-mentioned above representations and warranties are will be true and accurate in all aspects correct and under all circumstances until all will be fully complied with at any time before the Contractual Obligations have been are fully performed fulfilled or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenantpaid off.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant as follows to the Pledgee as follows:of the execution date of the Agreement, and acknowledge that the Pledgee relies on the following representations and warranties to enter into this Agreement. 7.1 The 5.1 Zhongbao is a Chinese enterprise duly registered and existing under Chinese laws. 5.2 Zhongbao has obtained all the necessary government approvals, authorizations and permits for its business operation and has completed all the necessary registration and filing procedures. 5.3 All the Pledgors are Chinese citizens, with legitimate have the civil rights and capacity to sign for the Agreement execution and to assume legal obligations in accordance with the performance of this Agreement. 7.2 All reports, documents 5.4 The execution and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness performance of the Agreement are true complies with the articles of association and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, other documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged SharesZhongbao. The Pledgors have obtained all the right necessary approvals and authorizations to execute and perform this Agreement. 5.5 The Agreement executed and performed by the Pledgors does not violate any binding Chinese laws, or any government approvals, authorizations, circulars or other documents; nor does it violate any deed, contract or agreement in which any of the Pledgors is a party. 5.6 The Pledgors have paid all 100% capital contributions in Zhongbao in accordance with Chinese law and obtained the capital verification report issued by a qualified accounting firm. 5.7 Except the Equity Pledge under this Agreement, the Pledgors have not set up any other pledge, security interest or any other encumbrances on all or part of the Zhongbao’s equity. As for this Equity Pledge, the Pledgors have complete and good title of the Pledged Equity of Zhongbao 5.8 As of the execution of this Agreement, the Pledgors or Zhongbao have not conducted any action which may cause any significant adverse effects to Zhongbao’s assets, business or the Pledgors’ responsibility. 5.9 Except for the Exclusive Acquiring Letter signed by the Pledgors and the Pledgee, the Pledgors have not made any offer to any third party to transfer or otherwise dispose of all or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance Equity, nor entered into any agreement with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed by the Pledgors, the Agreement shall constitute legal, valid and binding obligations on the Pledgors. 7.8 Any consent, approval, waiver, authorization of any third party regarding the purchase of all or any permission, approval, waiver of any government authority or any registration or filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition part of the Pledged Shares shall be paid by the Pledgors in fullEquity. 7.12 There is no pending 5.10 The Pledgors have not created any mortgage, pledge or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a material or adverse effect other priority on the financial conditions rights and interests of the Pledgors or their abilities to perform their obligations and guarantees under the Agreementany Zhongbao’s assets. 7.13 The Pledgors hereby undertakes to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as followsthat: 7.1 8.1 The Pledgors are Chinese citizens, with legitimate rights have full capacity for civil conduct and capacity may execute this Agreement pursuant to sign the Agreement law and to assume legal obligations in accordance with the this Agreement. 7.2 8.2 Party B is a limited liability company duly established and validly existing in accordance with the PRC law and has formally registered with competent administrative organ for industry and commerce. The registered capital of Party B is RMB2 million. 8.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to before this Agreement comes into force in connection with the Agreement prior to the effectiveness of the Pledgors and all matters as required for this Agreement are true true, accurate and accurate complete in all material aspects respects when the this Agreement becomes effectivecomes into force. 7.3 8.4 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to after this Agreement comes into force in connection with the Agreement after the effectiveness of the Pledgors and all matters as required for this Agreement are true true, accurate and accurate complete in all material aspects at respects when they are provided. 8.5 At the time of provision. 7.4 When the when this Agreement becomes effectivecomes into force, the Pledgors are the sole legitimate legal owners of the Pledged Shares Equity and have the right to dispose of the Pledged Equity, and there is no existing dispute over on the ownership of the Pledged SharesEquity. 8.6 Other than the restrictions of rights created under the VIE Agreement, no other security interests or encumbrances have been created over the Pledged Equity. No mortgage, pledge, security, lien, priority right, option or trust (other than the encumbrances under the VIE Agreements), restriction of rights in any other form, trust or restrictive condition, due but pending legal proceedings or formalities, currently exist or will exist in respect of the Pledged Equity, and the Pledged Equity has not been seized, frozen, detained or held in escrow by any third party. 8.7 The execution and performance by the Pledgors of this Agreement and the holding by the Pledgors of Party B’s equity interests will not violate (i) any applicable law, regulation and judicial order; (ii) any judgement made by a court or any award made by an arbitration agency, or any decision, approval or license made by an administrative authority; (iii) any agreement or document which is binding upon the Pledgors or their assets or any agreement or document which creates mortgage over their assets, nor result in any suspension, revocation or confiscation of, or inability to renew upon the expiration, any governmental authorities’ approval or license which is applicable to them. 8.8 The Pledged Equity can be pledged and transferred in accordance with law, and the Pledgors have full rights and powers to pledge the Pledged Equity to the Pledgee in accordance with this Agreement and have the right to dispose of all or any part of the Pledged SharesEquity. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements8.9 This Agreement, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once once duly signed by the Pledgors, constitutes the Agreement shall constitute legal, valid effective and binding obligations on obligation of the Pledgors. 7.8 8.10 Any consent, approvallicense, waiver, waiver or authorization of required to be obtained from any third party or any permission, approval, waiver person in respect of any government authority or any registration or filing formalities required for the execution and performance of the this Agreement and the Equity Pledge hereunder have equity pledge under this Agreement has been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) completed, and will remain in full force and effect within be fully effective during the valid term of the this Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 8.11 The pledge under this Agreement constitutes the Agreement shall constitute the first ranking security interest of first priority over the Pledged SharesEquity. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 8.12 There is no pending or or, to the knowledge of the Pledgors any threatened Pledgors, threatening litigation, legal proceeding or claim in any court or arbitral tribunal against the Pledgors or their properties assets or the Pledged Shares in any court or arbitral tribunal. In additionEquity, and, meanwhile, there is no pending or or, to the knowledge of the Pledgors any threatened Pledgors, threatening litigation, legal proceeding or claim in any governmental authority or administrative authority against the Pledgors or their properties assets or the Pledged Shares at any governmental agency or administrative bodyEquity, which has a material or will have adverse effect on the financial conditions economic condition of the Pledgors or their abilities to perform their the obligations and guarantees security liabilities under the this Agreement. 7.13 8.13 The above representations and warranties made by the Pledgors hereby undertakes to the Pledgee that will be true, accurate and complete at any time and in any condition prior to the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all full performance of the Contractual Obligations have been fully performed or full discharge of the Secured Debts have been fully repaidDebts, and that the Pledgors also hereby so covenantwill be fully complied with.

Representations and Warranties of the Pledgors. To induce Bank to enter into this Collateral Assignment Agreement and the Loan Documents, the Pledgor makes the following representations and warranties to Bank: (a) The Pledgors hereby represent and warrant pledge of the Pledged Collateral pursuant to this Collateral Assignment will, when the Pledged Notes have been delivered to the Pledgee as follows:possession of Bank, create a valid first lien and first perfected security interest in such Pledged Collateral without the need of any additional filings or obtaining any consents of whatsoever nature. 7.1 (b) The Pledgors are Chinese citizensPledgor is the legal, with legitimate rights record and capacity beneficial owner of and has good and marketable title to sign all of the Agreement Pledged Collateral. (c) The Pledgor holds the Pledged Collateral free and to assume legal obligations in accordance with clear of all liens, charges, encumbrances, security interests, options, voting trusts and restrictions of every kind and nature whatsoever except only the liens and security interests created by this Collateral Assignment Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners (d) Each of the Pledged Shares Notes has been duly executed and there delivered and is no existing dispute over the ownership legal and binding obligation of the Pledged Shares. The Pledgors have the right to dispose of all or any part of the Pledged Sharesmaker thereof. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the (e) This Collateral Assignment Agreement has been duly executed and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed delivered by the Pledgors, Pledgor and constitutes the Agreement shall constitute legal, valid and binding obligations on obligation of the PledgorsPledgor enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors' rights. 7.8 Any consent, approval, waiver, authorization (f) No consent or approval of any third party or any permissiongovernmental body, approval, waiver of any government regulatory authority or any registration securities exchange or filing formalities other Person or entity is required for execution to be obtained by the Pledgor in connection with the execution, delivery and performance of this Collateral Assignment Agreement. (g) The execution, delivery and performance of this Collateral Assignment Agreement will not violate any provision of any applicable law or regulation or of any writ or decree of any court or governmental instrumentality or of any indenture, contract, agreement or other undertaking to which the Pledgor is a party or which purports to be binding upon any the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of such Pledgor except as contemplated by this Collateral Assignment Agreement. (h) The obligations of the makers under the Pledged Notes are evidenced solely by, or reflected solely in, the Pledged Notes and the Securities Purchase Agreement. (i) True and complete copies of the Securities Purchase Agreement and the Equity Pledge hereunder have been obtained or completed (the registration original of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition each of the Pledged Shares shall be paid by Notes, and all amendments thereto, have been delivered to the Pledgors in fullBank. 7.12 (j) There is no pending now due and owing on the Pledged Notes, without offset or defense of any kind, the aggregate principal sum of $8,000,000, with interest thereon as provided in the Pledged Notes. (k) Pledgor has not executed or permitted to the knowledge occur any waiver, release, discharge, satisfaction, cancellation, sale, transfer or conveyance of the Pledgors Pledged Notes (or any threatened litigation, legal proceeding amounts due thereunder). (l) Neither Pledgor nor any of the makers of the Pledged Notes is in breach or claim against default of any of the Pledgors or their properties Pledged Notes or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Securities Purchase Agreement. 7.13 The Pledgors hereby undertakes to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. 5.1 The Pledgors are PRC citizens with full capacity for civil act, with full and independent legal status, and are legally competent to sign, deliver and perform this Agreement. Each of the Pledgors can sxx or be sued in a litigation. 5.2 The Pledgors are the lawful owners of the Equity Interests. 5.3 The Pledgors can sign this Agreement without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party. 5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by or belonging to any third party, in the Equity Interests. 5.6 Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Equity Interests, nor shall they establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee. 5.7 The Pledgors shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgors shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgors shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgors’ warranties and obligations, or affect the performance of the Pledgors’ obligations hereunder. 5.9 The Pledgors hereby represent and warrant agree that the Right of Pledge to be exercised by the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all shall not be disrupted or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed impaired by the Pledgors, the Pledgors’ successors, or trustees, or any other person. 5.10 Each of the Pledgors has full power to sign, deliver and perform this Agreement. This Agreement shall constitute legal, valid be signed and delivered by the Pledgors legally and properly. This Agreement shall be binding obligations on upon the PledgorsPledgors and may be enforced against the Pledgors in accordance with the terms and conditions hereunder. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any 5.11 The Pledgors shall complete the procedures for registration or and filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry government departments, including but not limited to the State Administration of Industry and commerce shall be initiated immediately upon Commerce in China. 5.12 In the execution interests of the Agreement) Pledgee, the Pledgors shall observe and will remain in full force and effect within the valid term perform all of the Agreement. 7.9 The execution aforesaid warranties, undertakings, agreements, representations and performance of the Agreement by the Pledgors will not violate or contradict conditions. Should any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigationnot perform or fully perform such warranties, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In additionundertakings, there is no pending or to the knowledge of the Pledgors any threatened litigationagreements, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative bodyrepresentations and conditions, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes it shall be liable for damages to the Pledgee that for any loss suffered by the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantPledgee arising therefrom.

Representations and Warranties of the Pledgors. The 3.1 For the benefits of the Pledgee, the Pledgors hereby represent and warrant to the Pledgee as follows, and the following representations and warranties are authentic, accurate and sufficient: 7.1 (1) The Pledgors are Chinese citizens, with legitimate rights each has the competency to enter into this Agreement and has full and independent legal status and capacity to sign the execute, deliver and perform this Agreement and to assume legal obligations in accordance with the Agreementmay sxx or be sued as an independent party. 7.2 All reports(2) The Pledgors each warrants that all certificates, documents documents, materials and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant for the execution and performance of this Agreement are authentic, accurate and sufficient, without any concealed or fraudulent information. (3) The Pledgors' execution, delivery and performance of this Agreement will neither violate any laws applicable to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effectivePledgors, nor breach any valid agreement binding upon them or their property. 7.3 All reports(4) The Pledgors each has legal and absolute ownership, documents right to dispose and information relating to the Pledgors other rights, titles and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners interests of the Pledged Shares Equity, and there is no existing dispute mortgage, pledge or other Encumbrance over the ownership Pledged Equity. (5) The Pledgors each has paid in full the contribution payable under the Pledged Equity, and there is no withdrawal of contribution, inadequate contribution, false contribution or other circumstance affecting the value of the Pledged Shares. Equity. (6) The Pledged Equity is not subject to property preservation or enforcement measures such as attachment, freezing and detention, and there is no lawsuit, arbitration, administrative proceedings or other circumstance against the Pledged Equity, and no such circumstance will occur after the execution of this Agreement. (7) During the term of pledge, the Pledgors have shall actively exercise their right to share allotment, and may not waive any bonus share, share obtained after capital reserves converting into share capital, or right issue, and undertake to assume the consideration payable for obtaining the right to dispose of all or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferredshare allotment, and the Pledgors have the requisite rights and powers warrant to pledge the Pledged Shares to cooperate with the Pledgee in accordance with completing the Agreementpledge formalities for such newly increased shares. 7.7 Once duly signed by (8) Notwithstanding the Pledgorspledge hereunder, the Agreement shall constitute legal, valid and binding obligations on the Pledgors. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any registration or filing formalities required for execution and performance of the Agreement Pledgors and the Equity Pledge hereunder have been obtained or completed (the registration Target Company shall still be responsible for complying with and performing all of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge obligations under the Agreement shall constitute articles of association and/or relevant laws and the security interest approval replies of first priority over the Pledged SharesGovernmental Authorities. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. 5.1 The Pledgors hereby represent have full capacity for civil act, with full and warrant independent legal status, and are legally competent to the Pledgee as follows:sign, deliver and perform this Agreement. The Pledgors can xxx or be sued in litigation. 7.1 5.2 The Pledgors are Chinese citizensthe lawful owner of the Equity Interests. 5.3 The Pledgors can sign this Agreement and be bound by its terms without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledgor shall procure that no other party shall interfere with legitimate or seek to restrict in any way the Pledgee’s rights under this Agreement. 5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims, charges or other encumbrances or other guarantee rights, or restrictions imposed by or belonging to any third party, in relation to the Equity Interests. 5.6 Without the prior written consent of the Pledgee (which may be withheld entirely at the Pledgee’s discretion), the Pledgor shall not transfer or seek to transfer the Equity Interests, nor shall he establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and capacity interests of the Pledgee. 5.7 The Pledgor shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgor shall present such notice or decree to sign the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgor shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgor’s warranties and obligations, or affect the performance of the Pledgor’s obligations hereunder. 5.9 The Pledgor hereby agrees that the Right of Pledge to be exercised by the Pledgee shall not be disrupted or impaired by the Pledgor, the Pledgor’s successors, or trustees, or any other person. 5.10 The Pledgor has full power to sign, deliver and perform this Agreement. This Agreement shall be signed and to assume legal obligations delivered by the Pledgor in compliance with all applicable laws and regulations. This Agreement shall be binding upon the Pledgor and may be enforced against the Pledgor in accordance with the Agreementterms and conditions hereunder. 7.2 All reports, documents 5.11 The Pledgor shall complete the procedures for registration and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed by the Pledgors, the Agreement shall constitute legal, valid and binding obligations on the Pledgors. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any registration or filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry government departments, including but not limited to the State Administration of Industry and commerce Commerce in China. 5.12 In the interests of the Pledgee, the Pledgor shall observe and perform all of the aforesaid warranties, undertakings, agreements, representations and conditions. Should the Pledgor not perform or fully perform such warranties, undertakings, agreements, representations and conditions, he shall be initiated immediately upon liable for damages to and shall fully indemnify the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement. 7.9 The execution and performance of the Agreement Pledgee for any loss suffered by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decisionPledgee arising therefrom. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. The Pledgors Excluding the circumstances as disclosed in Schedule A, each Pledgor hereby respectively and not jointly represent and warrant to the Pledgee as followsthat: 7.1 The Pledgors are If the Pledgor is a natural person, he is a Chinese citizenscitizen with full civil capacity, with legitimate and has legal rights and capacity to sign the execute this Agreement and to assume bears legal obligations in accordance under this Agreement. If the Pledgor is not a natural person, it is a legal entity duly incorporated under PRC Laws with the legal rights and capacity to execute this Agreement and bears legal obligations under this Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness As of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness effective date of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effectivethis Agreement, the Pledgors are Pledgor is the sole legitimate owners only lawful owner of the Pledged Shares and there is no Equities free from any existing dispute over in relation to the ownership of thereof. Other than the security interests created on the Pledged Shares. The Pledgors have Equities under this Agreement and the rights created under the Transaction Agreements, the Pledgor has the right to dispose of all the Pledged Equities or any part of the Pledged Sharesthereof. 7.5 Save for 7.3 Other than the security interests encumbered created on the Pledged Shares in accordance with the Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Shares Equities are not subject to free from any other security interests or third-third party interestsrights and interests and any other restriction. 7.6 7.4 The Pledged Shares may Equities can be legitimately lawfully pledged and transferred, and the Pledgors have the requisite Pledgor has full rights and powers power to pledge the Pledged Shares Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Once 7.5 This agreement, once duly signed executed by the PledgorsPledgor, the Agreement shall constitute constitutes legal, valid and binding obligations on to the PledgorsPledgor. 7.8 Any 7.6 As necessary to the execution and performance of this Agreement and the equity pledge under this Agreement, any consent, approvalpermission, waiver, waiver or authorization of by any third party or any permission, approval, waiver of license or exemption by any government authority governmental body or any registration or filing formalities (if required for execution and performance of the Agreement and the Equity Pledge hereunder by law) with any governmental body have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) handled and will remain in full force and effect within during the valid term of the this Agreement. 7.9 7.7 The execution and performance of the this Agreement by the Pledgors will Pledgor do not violate or contradict conflict with any law applicable lawto the Pledgor in effect, any agreement to which they the Pledgor is a party or by which its assets are parties or binding upon their assetsbound, any court judgementjudgment, any arbitral award award, or any decision of any administrative decisionauthority. 7.8 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities held by the Pledgor. 7.9 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full in accordance with the laws by the Pledgor. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is are no pending or or, to the knowledge of the Pledgors any Pledgor, threatened litigationsuits, arbitrations, or other legal proceeding proceedings or claim against the Pledgors or their properties or the Pledged Shares in claims before any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors administrative proceedings, or other legal proceedings or claims before any threatened litigation, legal proceeding governmental body or claim administrative authority against the Pledgors Pledged Equities, the Pledgor or their properties or the Pledged Shares at any governmental agency or administrative body, which has will have a material or adverse effect on the financial economic conditions of the Pledgors Pledgor or their abilities the Pledgor’s ability to perform their its obligations and guarantees security liability under the this Agreement. 7.13 7.11 The Pledgors Pledgor hereby undertakes warrants to the Pledgee that the above-mentioned representations and warranties are made above will remain true and accurate in all aspects correct and will be fully complied with under all circumstances until all full performance of the Contractual Obligations have been fully performed or the full repayment of the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantIndebtedness.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows:that 7.1 The Pledgors are Chinese citizensGuangzhou Xuetao Enterprise Management Co., with legitimate rights Ltd. is a limited liability company duly established and validly existing under the PRC Laws who has separate legal personality, has full and separate legal status and capacity to sign execute, deliver and perform this Agreement, and can sue and be sued independently. Xxxxx Xxxxxx is a natural person of full capacity for civil acts according to the Agreement PRC Laws, has full and separate legal status and capacity to assume legal obligations in accordance with the execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information relating provided by them before effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the this Agreement are true true, correct, complete and accurate not misleading in all material aspects respects when the this Agreement becomes effective. 7.3 All reports, documents and information relating provided by them after effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the this Agreement are true and accurate valid in all material aspects at the time of provisionrespects when they are provided. 7.4 When the this Agreement becomes effective, the Pledgors are Xuetao Company is the sole legitimate owners legal owner of the Pledged Shares Equity Interest and there is no existing not any pending or potential dispute over the ownership of title to the Pledged SharesEquity Interest or any third party’s claim. The Pledgors have the right to dispose of all the Pledged Equity Interest or any part of the Pledged Sharesthereof. 7.5 Save Except for the security interests encumbered on interest created over the Pledged Shares in accordance with the Equity Interest under this Agreement and or any right created under the Transaction Agreements, the Pledged Shares are there is not subject to any other security interests or third-party interestsinterest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Shares Equity Interest may be legitimately pledged and transferredtransferred legally, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity Interest in favor of the Pledgee according to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly signed by the Pledgors, the This Agreement shall constitute legal, valid and binding obligations on of the PledgorsPledgors after the Pledgors properly sign it. 7.8 Any Except for the equity interest pledge registration with the competent market regulation authority, any consent, approvalpermission, waiver, waiver or authorization of any third party or any permission, the approval, waiver permit, waiver, registration or filing (if required by law) of any government authority or any registration or filing formalities required for by execution and performance of the this Agreement and the Pledge of Equity Pledge hereunder Interest under this Agreement have been obtained or completed (completed, and shall remain fully valid during the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the this Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will of this Agreement shall not violate or contradict to any law applicable lawto them, any agreement to which they are parties a party or binding upon their assetsby which they are bound, or any court judgementcourt’s decision, any arbitral award arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge under hereunder constitutes the Agreement shall constitute the firs-rank security interest of first priority over the Pledged SharesEquity Interest. 7.11 All taxes and expenses fees payable for the acquisition of on the Pledged Shares shall be Equity Interest have been fully paid by the Pledgors in fullPledgors. 7.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgors or their properties property or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a Equity Interest that will have material or adverse effect on the financial Pledgors’ economic conditions of the Pledgors or their abilities ability to perform their the obligations and guarantees under or the Agreementsecurity liabilities hereunder. 7.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are true and accurate in all aspects correct and under all circumstances until all will be fully complied with before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenant.

Representations and Warranties of the Pledgors. The Pledgors hereby severally and jointly represent and warrant to the Pledgee as follows: 7.1 The Pledgors are both Chinese citizenscitizens and/or enterprise legal persons with full capacity for civil conducts; they have full and independent legal status and legal capacity; they have obtained proper authorizations to execute, with legitimate rights to deliver and to perform the Agreement; and they may constitute subjects of litigation independently. 7.2 The Company whose shares are held by them is a limited liability company duly incorporated and legally existing under the Chinese Law and has qualification of being a legal person. The Company has full and independent legal status and legal capacity to execute, to deliver and to perform the Agreement; and it may constitute a subject of litigation independently. The Company has full powers and authorizations to sign and to deliver the Agreement and any other document related to assume legal obligations in accordance with the transaction hereunder and to be signed by it, and the Company has full powers and authorizations to complete the transaction contemplated under the Agreement. 7.2 7.3 All reports, documents and information relating to about the Pledgors and or on all issues required by the Agreement provided by the Pledgors to the Pledgee pursuant to before the Agreement prior to the effectiveness of the Agreement becomes effective are true and accurate in all material aspects when the Agreement becomes effective. 7.3 7.4 All reports, documents and information relating to about the Pledgors and or on all issues required by the Agreement provided by the Pledgors to the Pledgee pursuant to after the Agreement after the effectiveness of the Agreement becomes effective are true and accurate in all material aspects at the time of provision. 7.4 7.5 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares Property and there is no existing dispute over the ownership of the Pledged SharesProperty. The Pledgors have the right to dispose of all or the Pledged Property and any part of the Pledged Sharesthereof. 7.5 Save for 7.6 Apart from the security interests encumbered imposed on the Pledged Shares Property in accordance with the Agreement and the rights established under the Transaction Agreements, the Pledged Shares are not subject to any there is no other security interests or third-party interests. 7.6 7.7 The Pledged Shares Property may be legitimately pledged and transferred, and the Pledgors have the requisite sufficient rights and powers to pledge the Pledged Shares Property to the Pledgee in accordance with the provisions of the Agreement. 7.7 7.8 Once duly signed by the Pledgors, the Agreement shall constitute legal, valid and binding obligations on of the Pledgors. 7.8 7.9 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any registration or filing formalities in any government authority (if required by the law) have been obtained or accomplished for the execution and performance of the Agreement and the Equity performance of Shares Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) hereunder, and will remain in full force and effect within the valid term of the Agreement. 7.9 7.10 The execution signature and performance of the Agreement by the Pledgors will not violate or contradict with any applicable law, any agreement to which they are parties or binding upon their assetsany agreement, any court judgementjudgment, any arbitral award or any decision of any administrative decisionbody binding upon their assets. 7.10 7.11 The pledge under the Agreement shall constitute the constitutes a security interest of first priority over the Pledged SharesProperty with the first priority. 7.11 7.12 All taxes and expenses payable for the acquisition of the Pledged Shares Property shall be paid by the Pledgors in full. 7.12 7.13 There is no pending or and to the knowledge of the Pledgors any no threatened litigation, legal proceeding or claim request against the Pledgors or their properties or the Pledged Shares Property in any court or arbitral tribunal. In addition; meanwhile, there is no pending or and to the knowledge of the Pledgors any no threatened litigation, legal proceeding or claim request against the Pledgors or their properties or the Pledged Shares at Property in any governmental agency or administrative body, which has a will have material or adverse effect on the financial conditions economic situations of the Pledgors or their abilities to perform capabilities of performing their obligations and guarantees under the Agreementguarantee liabilities. 7.13 7.14 The Pledgors hereby undertakes promise to the Pledgee that the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all any circumstance before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenantthese representations and warranties will be abided by in a comprehensive way.

Representations and Warranties of the Pledgors. The Pledgors hereby severally represent and warrant to the Pledgee as follows:that 7.1 The Pledgors 6.1 They are Chinese citizensnatural persons of full capacity for civil acts according to the PRC Laws or entities duly registered or validly existing according to the PRC Law, with legitimate rights who have full and separate legal status and capacity to sign the execute this Agreement and to assume perform the legal obligations in accordance with the under this Agreement. 7.2 6.2 All reports, documents and information relating provided by them before effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the this Agreement are true and accurate correct in all material aspects respects when the this Agreement becomes effective. 7.3 6.3 All reports, documents and information relating provided by them after effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the this Agreement are true and accurate valid in all material aspects at the time of provisionrespects when they are provided. 7.4 6.4 When the this Agreement becomes effective, the Pledgors are the sole legitimate owners legal owner of the Pledged Shares Equity and there is no not any existing dispute over the ownership of title to the Pledged SharesEquity. The Pledgors have the right to dispose of all the Pledged Equity or any part of the Pledged Sharesthereof. 7.5 Save 6.5 Except for the security interests encumbered on interest created over the Pledged Shares in accordance with the Equity under this Agreement and or any right created under the Transaction Agreements, the Pledged Shares are there is not subject to any other security interests interest, any third party’s interest and other restrictions over the Pledged Equity. There is not any legal or third-party interestsde facto obstacles for the Pledgee to exercise the pledge in the future. 7.6 6.6 The Pledged Shares Equity may be legitimately pledged and transferredtransferred legally, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity in favor of the Pledgee according to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly signed by the Pledgors, the 6.7 This Agreement shall constitute legal, valid and binding obligations on of the PledgorsPledgors after the Pledgors properly sign it. 7.8 6.8 Any consent, approvalpermission, waiver, waiver or authorization of any third party or any permission, the approval, waiver permit, waiver, registration or filing (if required by law) of any government authority or any registration or filing formalities required for by execution and performance of the this Agreement and the Equity Pledge hereunder under this Agreement have been obtained or completed (completed, and shall remain fully valid during the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the this Agreement. 7.9 The 6.9 As of the Execution Date, the execution and performance of the Agreement by the Pledgors will of this Agreement shall not violate or contradict to any law applicable lawto them, any agreement to which they are parties a party or binding upon by which they are bound, their assetsbusiness licenses, articles of association, permissions, approval of the government authorities for their establishment, any court judgementorganizational agreement or constitutional documents of the Pledgors, or any arbitral award court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 6.10 The pledge under hereunder constitutes the Agreement shall constitute the firs-rank security interest of first priority over the Pledged SharesEquity. 7.11 6.11 All taxes and expenses fees payable for the acquisition of on the Pledged Shares shall be Equity have been fully paid by the Pledgors in fullPledgors. 7.12 6.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgors or their properties property or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a Equity that will have material or adverse effect on the financial Pledgors’ economic conditions of the Pledgors or their abilities ability to perform their the obligations and guarantees under or the Agreementsecurity liabilities hereunder. 7.13 6.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are true and accurate in all aspects correct and under all circumstances until all will be fully complied with before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that . 6.14 If the Pledgors also hereby so covenantreceive any dividend, bonus or distribution from the Company during the term hereof, they agree to unconditionally transfer such dividend, bonus or distribution to the Pledgee or any entity/individual designated by the Pledgee for no consideration. 6.15 If the Company is required to be dissolved or liquidated according to the mandatory provisions of applicable law, the Pledgors shall, subject to the PRC Laws, transfer any interest they have received from the dissolution or liquidation according to law to the Pledgee or any entity/individual designated by the Pledgee for no consideration, after completion of the dissolution or liquidation procedure. 6.16 The Pledgors who are natural persons shall have made proper arrangement and signed necessary documents to ensure that when they die, become incapacitated, go into bankruptcy, dissolve their marriage or have other circumstance that may affect the exercise of the pledge, their heirs, custodians, creditors, spouses, or other persons that may obtain their Equity or relevant rights will not affect or prevent the performance of this Agreement; the Pledgors who are not natural persons shall have made proper arrangement and signed necessary documents to ensure that when they are succeeded by other entities or other circumstances occur which may affect the exercise of the pledge, their successors and other persons that may obtain their Equity or relevant rights will not affect or prevent the performance of this Agreement.

Representations and Warranties of the Pledgors. The Pledgors Excluding the circumstances as disclosed in Schedule A, each Pledgor hereby respectively and not jointly represent and warrant to the Pledgee as followsthat: 7.1 The Pledgors are If the Pledgor is a natural person, he is a Chinese citizenscitizen with full civil capacity, with legitimate and has legal rights and capacity to sign the execute this Agreement and to assume bears legal obligations in accordance under this Agreement. If the Pledgor is not a natural person, it is a legal entity duly incorporated under PRC Laws with the legal rights and capacity to execute this Agreement and bears legal obligations under this Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness As of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness effective date of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effectivethis Agreement, the Pledgors are Pledgor is the sole legitimate owners only lawful owner of the Pledged Shares and there is no Equities free from any existing dispute over in relation to the ownership of thereof. Other than the security interests created on the Pledged Shares. The Pledgors have Equities under this Agreement and the rights created under the Transaction Agreements, the Pledgor has the right to dispose of all the Pledged Equities or any part of the Pledged Sharesthereof. 7.5 Save for 7.3 Other than the security interests encumbered created on the Pledged Shares in accordance with the Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Shares Equities are not subject to free from any other security interests or third-third party interestsrights and interests and any other restriction. 7.6 7.4 The Pledged Shares may Equities can be legitimately lawfully pledged and transferred, and the Pledgors have the requisite Pledgor has full rights and powers power to pledge the Pledged Shares Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Once 7.5 This agreement, once duly signed executed by the PledgorsPledgor, the Agreement shall constitute constitutes legal, valid and binding obligations on to the PledgorsPledgor. 7.8 Any 7.6 As necessary to the execution and performance of this Agreement and the equity pledge under this Agreement, any consent, approvalpermission, waiver, waiver or authorization of by any third party or any permission, approval, waiver of license or exemption by any government authority governmental body or any registration or filing formalities (if required for execution and performance of the Agreement and the Equity Pledge hereunder by law)with any governmental body have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) handled and will remain in full force and effect within during the valid term of the this Agreement. 7.9 7.7 The execution and performance of the this Agreement by the Pledgors will Pledgor do not violate or contradict conflict with any law applicable lawto the Pledgor in effect, any agreement to which they the Pledgor is a party or by which its assets are parties or binding upon their assetsbound, any court judgementjudgment, any arbitral award award, or any decision of any administrative decisionauthority. 7.8 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities held by the Pledgor. 7.9 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full in accordance with the laws by the Pledgor. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is are no pending or or, to the knowledge of the Pledgors any Pledgor, threatened litigationsuits, arbitrations, or other legal proceeding proceedings or claim against the Pledgors or their properties or the Pledged Shares in claims before any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors administrative proceedings, or other legal proceedings or claims before any threatened litigation, legal proceeding governmental body or claim administrative authority against the Pledgors Pledged Equities, the Pledgor or their properties or the Pledged Shares at any governmental agency or administrative body, which has will have a material or adverse effect on the financial economic conditions of the Pledgors Pledgor or their abilities the Pledgor’s ability to perform their its obligations and guarantees security liability under the this Agreement. 7.13 7.11 The Pledgors Pledgor hereby undertakes warrants to the Pledgee that the above-mentioned representations and warranties are made above will remain true and accurate in all aspects correct and will be fully complied with under all circumstances until all full performance of the Contractual Obligations have been fully performed or the full repayment of the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantIndebtedness.

Representations and Warranties of the Pledgors. 5.1 The Pledgors are PRC citizens with full capacity for civil act, with full and independent legal status, and are legally competent to sign, deliver and perform this Agreement. Each of the Pledgors can sxx or be sued in a litigation. 5.2 The Pledgors are the lawful owners of the Equity Interests. 5.3 The Pledgors can sign this Agreement without the consent of any third party. 5.4 When exercising its Right of Pledge under this Agreement, the Pledgee shall not be interfered by any other party. 5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims or other guarantee rights, or restrictions imposed by or belonging to any third party, in the Equity Interests. 5.6 Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Equity Interests, nor shall they establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee. 5.7 The Pledgors shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgors shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee. 5.8 The Pledgors shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgors’ warranties and obligations, or affect the performance of the Pledgors’ obligations hereunder. 5.9 The Pledgors hereby represent and warrant agree that the Right of Pledge to be exercised by the Pledgee as follows: 7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement. 7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective. 7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision. 7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all shall not be disrupted or any part of the Pledged Shares. 7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests. 7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 7.7 Once duly signed impaired by the Pledgors, the Pledgors’ successors, or trustees, or any other person. 5.10 Each of the Pledgors has full power to sign, deliver and perform this Agreement. This Agreement shall constitute legal, valid be signed and delivered by the Pledgors legally and properly. This Agreement shall be binding obligations on upon the PledgorsPledgors and may be enforced against the Pledgors in accordance with the terms and conditions hereunder. 7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any 5.11 The Pledgors shall complete the procedures for registration or and filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry government departments, including but not limited to the State Administration of Industry and commerce shall be initiated immediately upon Commerce in China (if needed). 5.12 In the execution interests of the Agreement) Pledgee, the Pledgors shall observe and will remain in full force and effect within the valid term perform all of the Agreement. 7.9 The execution aforesaid warranties, undertakings, agreements, representations and performance of the Agreement by the Pledgors will not violate or contradict conditions. Should any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision. 7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares. 7.11 All taxes and expenses payable for the acquisition of the Pledged Shares shall be paid by the Pledgors in full. 7.12 There is no pending or to the knowledge of the Pledgors any threatened litigationnot perform or fully perform such warranties, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares in any court or arbitral tribunal. In additionundertakings, there is no pending or to the knowledge of the Pledgors any threatened litigationagreements, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative bodyrepresentations and conditions, which has a material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and guarantees under the Agreement. 7.13 The Pledgors hereby undertakes it shall be liable for damages to the Pledgee that for any loss suffered by the above-mentioned representations and warranties are true and accurate in all aspects and under all circumstances until all the Contractual Obligations have been fully performed or the Secured Debts have been fully repaid, and that the Pledgors also hereby so covenantPledgee arising therefrom.

Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows:that 7.1 The Pledgors are Chinese citizensIt is a properly-registered limited liability company and is in good standing with full capacity for civil acts according to the PRC Laws, with legitimate rights and full legal status and capacity to sign the Agreement execute, deliver and to assume legal obligations in accordance with the perform this Agreement, and can xxx and be sued independently. 7.2 All reports, documents and information relating provided by them before effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the this Agreement are true true, correct, complete and accurate not misleading in all material aspects respects when the this Agreement becomes effective. 7.3 All reports, documents and information relating provided by them after effectiveness of this Agreement with respect to the Pledgors and provided all matters required by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the this Agreement are true and accurate valid in all material aspects at the time of provisionrespects when they are provided. 7.4 When the this Agreement becomes effective, the Pledgors are the sole legitimate owners legal owner of the Pledged Shares Equity Interest and there is no existing not any pending or potential dispute over the ownership of title to the Pledged SharesEquity Interest or any third party’s claim. The Pledgors have the right to dispose of all the Pledged Equity Interest or any part of the Pledged Sharesthereof. 7.5 Save Except for the security interests encumbered on interest created over the Pledged Shares in accordance with the Equity Interest under this Agreement and or any right created under the Transaction Agreements, the Pledged Shares are there is not subject to any other security interests or third-party interestsinterest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Shares Equity Interest may be legitimately pledged and transferredtransferred legally, and the Pledgors have the requisite rights full right and powers power to pledge the Pledged Shares Equity Interest in favor of the Pledgee according to the Pledgee in accordance with the Agreementprovisions hereof. 7.7 Once duly signed by the Pledgors, the This Agreement shall constitute legal, valid and binding obligations on of the PledgorsPledgors after the Pledgors properly sign it. 7.8 Any Except for the equity interest pledge registration with the competent industrial and commercial administration, any consent, approvalpermission, waiver, waiver or authorization of any third party or any permission, the approval, waiver permit, waiver, registration or filing (if required by law) of any government authority or any registration or filing formalities required for by execution and performance of the this Agreement and the Pledge of Equity Pledge hereunder Interest under this Agreement have been obtained or completed (completed, and shall remain fully valid during the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the this Agreement. 7.9 The execution and performance of the Agreement by the Pledgors will of this Agreement shall not violate or contradict to any law applicable lawto them, any agreement to which they are parties a party or binding upon their assetsby which they are bound, or any court judgementcourt’s decision, any arbitral award arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge under hereunder constitutes the Agreement shall constitute the firs-rank security interest of first priority over the Pledged SharesEquity Interest. 7.11 All taxes and expenses fees payable for the acquisition of on the Pledged Shares shall be Equity Interest have been fully paid by the Pledgors in fullPledgors. 7.12 There is no pending or or, to the knowledge of the Pledgors any Pledgors, threatened litigation, legal proceeding or claim at any court, arbitral tribunal or government or administrative authority against the Pledgors or their properties property or the Pledged Shares in any court or arbitral tribunal. In addition, there is no pending or to the knowledge of the Pledgors any threatened litigation, legal proceeding or claim against the Pledgors or their properties or the Pledged Shares at any governmental agency or administrative body, which has a Equity Interest that will have material or adverse effect on the financial Pledgors’ economic conditions of the Pledgors or their abilities ability to perform their the obligations and guarantees under or the Agreementsecurity liabilities hereunder. 7.13 The Pledgors hereby undertakes warrant to the Pledgee that the above-mentioned above representations and warranties are true and accurate in all aspects correct and under all circumstances until all will be fully complied with before the Contractual Obligations have been are fully performed or the Secured Debts have been are fully repaid, and that the Pledgors also hereby so covenant.