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

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as follows: 5.1 Except for those circumstances disclosed to the Pledgee, it/he is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents The Pledgors hereby make the following representations and warrants warranties to the Pledgee as followson the date of this Agreement: 5.1 6.1 The Pledgors are the legal owners of the pledged Equity Interest and undertakes to pledge to the Pledgee the entire 100% Equity Interest they hold in the Company. 6.2 The Pledgors have the right to execute and perform this Agreement. 6.3 To the best of their knowledge, the execution and performance of this Agreement by the Pledgors are in compliance with the articles of association and other corporate documents of the Company and does not violate any published PRC laws and regulations, or any agreement signed by any of the Pledgors with a third party. 6.4 The Pledgors have fully paid all payable capital contributions in accordance with the law in connection with the Equity Interest and has obtained the capital verification report issued by a qualified accounting firm. 6.5 This Agreement shall constitute the legal, valid and binding obligations of the Pledgors, which are fully enforceable against the Pledgors in accordance with the terms and conditions of this Agreement. 6.6 The Pledgors shall, in full compliance with the Services Agreements whenever applicable, and the Option Agreement, perform all obligations thereunder. 6.7 Except for those circumstances disclosed to the PledgeePledge created under this Agreement, it/he is no pledge, third party claim, encumbrance or any security interest whatsoever has been created in favour of any party other than the sole legal and beneficial owner Pledgee on all or any part of the Equity Interest owned by the Pledgor in the Company. 6.8 All documents, materials and has legal, full and complete ownership certificates provided hereunder by the Pledgors to the EquityPledgee are correct, subject to any agreement entered into between it/he true, complete and the Pledgeevalid. 5.2 It/he has 6.9 When the power to enter into Pledgee exercises its Pledge Rights hereunder in accordance with this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as Agreement, there shall be no intervention from the effective date of this Contractany other parties. 5.3 It/he 6.10 The Pledgee shall have the right to dispose of and transfer the Pledge Rights in accordance with this Agreement. 6.11 The Pledgors warrant that the Pledgee's exercising its Pledge Rights as a pledgee pursuant to this Agreement shall not be interrupted or impaired by the Pledgors or any successors or representatives of the Pledgors or any other parties through any legal procedures. 6.12 There is no offer made by any of the Pledgors to any third party to transfer or otherwise dispose of any part or all of the Equity according Interest, nor is there any covenant made by any of the Pledgors with respect to any offer made by third party to purchase any part or all of the Equity Interest other than pursuant to the terms hereofOption Agreement. 5.4 Except 6.13 There is no agreement other than the Option Agreement to transfer any part or all of the Equity Interest to which the any of the Pledgors is a party. 6.14 The Pledgors hereby warrant to the Pledgee that, for the Pledge hereofPledgee's benefit, it/he the Pledgors shall comply with all warranties, covenants, agreements, representations and conditions provided hereunder. In the event that either of the Pledgors fails to comply with or perform any warranties, covenants, agreements, representations and conditions, the Pledgors, jointly and severally, shall indemnify the Pledgee for all of its losses resulting therefrom. 6.15 The Company has obtained all governmental approvals, authorizations and licenses and completed all registration and filing procedures necessary for its establishment and operation of the business. 6.16 The Company shall, in full compliance with the Services Agreements, perform all obligations thereunder. 6.17 The Company has not created any security interest mortgage, pledge or any other encumbrances over its/his Equity, the ownership to the Equity is free on any of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such its assets. 5.13 6.18 There is no pending ordispute, to the knowledge of Party C, threatened litigation, arbitration or administrative procedures or any other legal proceedings of any court or arbitral tribunalproceeding in connection with the Pledgors, the Company, or the Equity Interest, nor is there any potential dispute, litigation, arbitration or administrative procedure or penalty of any government authority or administrative agency over other legal proceeding in connection with the EquityPledgors, Party C or its assetsthe Company, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfiedEquity Interest.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) of the Pledgors represents and warrants to the Pledgee as follows: 5.1 Except 7.1 He/she is a PRC citizen, capable for those circumstances disclosed all civil acts, and has the legal rights and powers to enter into this Agreement and assume legal obligations under this Agreement. 7.2 All reports, documents and information relating to him/her or any matters required under this Agreement provided by him/her to the PledgeePledgee prior to the date of this Agreement are in all material respects true and accurate as of the date of this Agreement. 7.3 All reports, itdocuments and information relating to him/he her or any matters required under this Agreement provided by him/her to the Pledgee after the date of this Agreement are in all material respects true and accurate upon its provision. 7.4 As of the date of this Agreement, he/she is the sole legal and beneficial owner of the Pledged Equity and Interests, which ownership is free from any dispute. He/she has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose all or any part of and transfer its the Pledged Equity according to the terms hereofInterests. 5.4 Except for the Pledge hereof, it/he has not created 7.5 The Pledged Equity Interests are free from any security interest or other encumbrances over its/his Equityinterest, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulationsthird party interest, or any agreement other restrictions, other than those created under this Agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third partyTransactional Agreements. 5.6 All documents7.6 The Pledged Equity Interests are legally pledgable and transferable, information, statements and certificates (if applicable) provided by he/she has the Pledgor sufficient rights and powers to pledge the Pledged Equity Interests to the Pledgee are accurate, true, complete and validunder this Agreement. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and 7.7 This Agreement, once duly executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by itshim/her, constitutes his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations obligations. 7.8 All consents, approvals, waivers, licenses, registrations or filings necessary to receive from, file with or submit to any third parties or government agencies in connection with the execution and performance of Party C. 5.11 Party C has full internal power and authority this Agreement or the Pledged Equity Interests under this Agreement have been received, made or submitted subject to execute and deliver this Contract and all other documents relating to the transaction contemplated hereinSection 2.2.2, and has will have full power force and authority to consummate effect during the transaction contemplated hereinterm of this Agreement. 5.12 There 7.9 None of his/her execution and performance of this Agreement is no in violation or conflict with any applicable laws or any agreements, court rulings, arbitrary awards or administrative orders to which he/she is a party or subject. 7.10 The pledge contemplated under this Agreement constitutes the security interest of first priority upon the Pledged Equity Interests. 7.11 All taxes and expenses payable arising from receipt of the Pledged Equity Interests have been fully paid by the Pledgors. 7.12 No suits, legal proceedings or other encumbrances over Party C’s assets which may affect the Pledgee’s rights claims, pending or interests in the Equityto his/her knowledge threatened, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, against him/her or any encumbrances over of his/her assets or the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigationPledged Equity Interests exists at any court, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority agency or administrative agency over the Equity, Party C or its assets, authority which may have material or adverse effect on Party C’s upon his/her economic conditions or any Pledgor’s ability capacity to perform any obligation hereunder or any liability of securityhis/her obligations under this Agreement and the Secured Liabilities. 5.14 Party C hereby 7.13 He/she warrants to the Pledgee that unless provided to the contrary under then existing Transactional Agreements, all of the above representations and warranties shall will be true true, accurate and correct and shall be fully strictly complied with before until complete performance of the obligations hereunder are fully performed or Contractual Obligations and complete discharge of the secured debts hereunder are fully satisfiedSecured Liabilities.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as follows(which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Document and each agreement and instrument entered into in connection therewith (other than the Warrant) has been irrevocably terminated) that: 5.1 Except for those circumstances disclosed (a) the execution, delivery and performance by such Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor; (b) this Agreement constitutes the Pledgeelegal, it/he valid, and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms; (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunderPledged Stock as set forth on Schedule A; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except except for the Pledge hereofTrust Estate in respect of which, it/he has not created while held in the Trust, the Trustee is the legal owner and ADSX is the beneficial owner; (d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable; (e) no consent or approval of any security interest person, corporation, governmental body, regulatory authority or other encumbrances over its/his Equityentity, is or will be necessary for (i) the ownership to the Equity is free of any actual or threatened disputeexecution, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder delivery and performance of any obligation hereunder this Agreement, or (ii) the exercise by the Pledgor will not violate Pledgee of any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor rights with respect to the Pledgee are accurate, true, complete Collateral (other than Laurus’ internal policies and valid. 5.7 The Pledgor warrants to procedures and in respect of the Pledgee that it has made all proper arrangements Trust Estate while held in the Trust (ii) the pledge and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party Cassignment of, and constitutes legal, valid and binding obligations the grant of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no a security interest or in, the Collateral hereunder other encumbrances over Party C’s assets which may affect than in respect of the Pledgee’s rights or interests Trust Estate while held in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets.Trust; 5.13 There is (f) there are no pending or, to the knowledge best of Party Ceach Pledgor’s knowledge, threatened litigationactions or proceedings before any court, arbitration or other legal proceedings of any court or arbitral tribunaljudicial body, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, arbitrator which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability materially adversely affect the Collateral; (g) each Pledgor has the requisite power and authority to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants enter into this Agreement and to pledge and assign the Collateral to the Pledgee that in accordance with the above representations terms of this Agreement; (h) each Pledgor owns each item of the Collateral and, except for the pledge and warranties security interest granted to Pledgee hereunder and the security interest granted by ADSX to InfoTech USA, Inc. in respect of 750,000 shares of Digital Angel Corporation owned by ADSX, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the articles of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be true subject; and (k) the pledge and correct assignment of the Collateral and shall be fully complied with before the obligations hereunder are fully performed or grant of a security interest under this Agreement vest in the secured debts hereunder are fully satisfiedPledgee all rights of each Pledgor in the Collateral as contemplated by this Agreement. (l) (a) ADSX has delivered to the Trustee an irrevocable instruction in respect of the Trust Estate which such notice requires the Trustee, upon release of any of the Trust Estate (other than the Excluded Collateral) for any reason, to deliver such released Trust Estate (other than the Excluded Collateral) to Assignee and no other person and (b) the Trustee has acknowledged and accepted the irrevocable instruction referenced in clause (a) above.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as follows: 5.1 Except for those circumstances disclosed to the Pledgee, it/he is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws.. ​ 5.5 The execution hereof, exercise any right hereunder and performance of any ​ obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party.. ​ 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity.. ​ 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied.. ​ ​ 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 XXX 000000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.. ​

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents hereby makes representations and warrants warranties to the Pledgee as follows: 5.1 Except for those circumstances disclosed 7.1 It is a Chinese citizen with full capacity (in case it is a natural person) or an enterprise duly registered and legally existing under the Laws of China and with independent qualification of a legal person (in case it is an enterprise). It has full and independent legal status and legal capacity and has been duly authorized to execute, deliver and perform this Agreement, and can independently act as a subject of an action. 7.2 The company in which it holds shares is a limited liability company duly registered and legally existing under the Laws of China, and with independent qualification of a legal person. It has full power and authority to execute and deliver this Agreement and all other documents related to the Pledgeetransactions contemplated hereunder that it will execute, it/he and to complete the transactions contemplated hereunder. Shareholders of the Company has passed, in shareholders meeting, a resolution in accordance with the Company’s articles of association, approving the Pledgors to pledge the Pledged Equity in accordance with the provisions hereof. 7.3 All reports, documents and information provided by it to the Pledgee before the date hereof in connection with it and all matters required hereunder are true, accurate and valid in all material respects as of the date hereof. 7.4 All reports, documents and information provided by it to the Pledgee after the date hereof in connection with it and all matters required hereunder are true, accurate and valid in all material respects at the time when it is provided. 7.5 At the time of entry into force of this Agreement, it is the sole legal and beneficial owner of the Equity Pledged Property it owns, and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of such Pledged Property or any part thereof, and transfer its Equity according to there is no dispute concerning the terms hereofownership of such Pledged Property. 5.4 Except for 7.6 There is no encumbrance or third party interest on the Pledge hereofPledged Property, it/he has not other than the encumbrance created any security interest or other encumbrances over its/his Equity, hereunder and the ownership to interests created under the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may Transaction Agreements. 7.7 The Pledged Property can be pledged and transferred according in accordance with the law, and it has full rights and powers to pledge the Pledged Property to the applicable lawsPledgee in accordance with the provisions hereof. 5.5 The execution hereof7.8 This Agreement, exercise any right hereunder once duly executed by it, shall constitute a lawful, effective and performance binding obligation on it. 7.9 All necessary consent, license, waiver or authorization of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a third party, or any commitment made by the Pledgor to approval, license or waiver of any third party. 5.6 All documentsgovernment authority, information, statements and certificates or any registration or filing procedures with any government authority (if applicablerequired by law) provided by for the Pledgor to the Pledgee are accurate, true, complete purpose of execution and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract Agreement and the Equity Pledge hereunder have been obtained or completed (except for the procedures for Registration of Equity Pledge), and will be fully effective during the term hereof. 7.10 The execution and performance of this Agreement by it will not be affected violate or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorcedconflict with the applicable laws, or has other circumstance that may affect exercise of Equityany agreement, court judgment, arbitral award or administrative decision to which it is a party or by which its assets are bound by. 5.8 Each Pledgor severally but not jointly warrants 7.11 The Equity Pledge hereunder shall constitute a first-order security interest over the Pledged Property. 7.12 There is no pending, or, to the knowledge of it, threats of action, legal proceedings or claim brought to any court, arbitration tribunal, governmental or administrative entity against it, its assets or the Pledged Property, which will have a material or adverse impact on its economic condition or its ability to perform its obligations and guarantees hereunder. 7.13 It hereby undertakes to the Pledgee that the above representations and warranties shall be are true and correct accurate and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with at any time before the obligations hereunder Contractual Obligations are fully performed fulfilled or the secured debts hereunder Guaranteed Liabilities are fully satisfiedrepaid.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) of the PLEDGORS represents and warrants to the Pledgee as followsBANK that: 5.1 Except for those circumstances disclosed to the Pledgee, it/he (a) it is the sole legal and beneficial owner of the Equity of, and has legalgood and marketable title to, full and complete ownership to the EquityCollateral, which is not subject to any agreement entered into between it/he encumbrance whatsoever except the security created by this Agreement; (b) it has full corporate power, capacity and the Pledgee. 5.2 It/he has the power authority to enter into this Contract Agreement, to grant a valid and effective a first ranking security interest (“gage / nantissement”) over the securities and a transfer of title over the cash (it being understood that the securities and the cash make up the Collateral) pursuant to this Agreement, and to perform its obligations hereunder; ; (c) there are no prior encumbrances or any agreement purporting to grant to any third party an encumbrance on the terms property or assets of the PLEDGORS that would include the Collateral; (d) the Authority of Signatories for the PLEDGORS attached as Schedule A is valid and in force and the individuals named therein have full power and authority to validly bind the PLEDGORS; (e) this Agreement creates valid, binding and enforceable obligations for the PLEDGORS and creates a valid, binding and enforceable first ranking security interest over the Collateral; (f) the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract Agreement do not and will not: (i) contravene or conflict with any Spanish, Brazilian or Belgian applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; and (ii) contravene or conflict with any provision of its charter and by-laws; (g) it owns, or will at the time of their being credited to the Collateral Accounts own, the Collateral free and clear of any encumbrances other than the Pledge and the Transfer of Title created hereunder; (h) there is no floating charge (gage sur fonds de commerce / pand op handelszaak) or similar foreign law security in existence on the business of the PLEDGORS; (i) the entry into this Agreement, the granting of the Pledge and the Transfer of Title and the performance of any rights and obligations hereunder are in conformity with its corporate object; (j) the Collateral Securities are legally and validly existing and enforceable against the issuer in accordance with their terms; (k) this Agreement and performance of the PLEDGORS’ obligations thereunder does not violate any contractual or other obligation binding upon the PLEDGORS or any law to which the Collateral or the PLEDGORS is or are subject, as applicable; (l) neither this Agreement nor the Pledge nor the Transfer of Title needs (or should preferably) be registered or recorded in Spain or Brazil in order to be legal, valid, binding and enforceable against the PLEDGORS and/or third parties, including an insolvency administrator; (m) it has not taken any corporate action, nor have any other steps been taken or legal binding force proceedings been started or threatened against the PLEDGORS, for bankruptcy, insolvency, liquidation, reprieve from payment, controlled management, fraudulent conveyance, general settlement or composition with creditors, reorganisation debt discharge, dissolution, interim injunction, court or other involuntary enforcement, public auction or similar proceedings or actions under applicable laws affecting the rights of creditors generally or for the appointment of an insolvency receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of such company or of any or all of their assets or revenues. (n) the Pledge is a bona fide pledge and it is not being entered into in the expectation that the Pledge will be enforced or that SANTANDER will default upon it/him as from any of the effective Secured Obligations; (o) SANTANDER is, and expects to continue to be while the Secured Obligations are outstanding, financially able to perform its obligations under the Secured Obligations; (p) the Secured Obligations in connection with which the Pledge was entered into provide for full recourse against SANTANDER and all obligors thereunder; (q) the issuer of any Collateral Securities that are Restricted Securities is, and has been for a period of at least 90 days immediately before the date of this ContractAgreement and on each date on which Restricted Securities are pledged hereunder, subject to the reporting requirements of section 13 or 15(d) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) and has filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date of this Agreement (or for such shorter period that the Issuer was required to file such reports), other than Form 8-K reports; (r) any Collateral Securities that are Restricted Securities were acquired by the PLEDGORS directly from the issuer or predecessor issuer of such securities or from an Affiliate of such issuer, in a private transaction on or prior to October 1, 2011 and full purchase price or other consideration was paid or given by the PLEDGORS and the PLEDGORS took and have retained full risk of economic loss thereon; (s) no consent of the issuer of any Collateral Securities that are Restricted Securities is required to effect the Pledge of such securities or for the enforcement of such Pledge pursuant to Section 5.02 of this Agreement. Each of the PLEDGORS confirms that the Pledge will not violate, and, in the event that the Pledge is enforced pursuant to Section 5.02 of this Agreement and Collateral Securities that are Restricted Securities are sold in accordance with the provisions hereof, such enforcement and sale by the PLEDGEE is not restricted in any manner by, any xxxxxxx xxxxxxx or other policy or rule of the issuer of such Securities, or by any agreement between the PLEDGORS and the issuer of any Collateral Securities that are Restricted Securities; (t) each of the PLEDGORS acknowledges that NY Counsel will rely on its respective representations and agreements set forth in this Article 7 in connection with the issuance of the NY Counsel Opinion confirming that no registration under the United States Securities Act of 1933 is required with respect to the sale pursuant to this Agreement of Collateral Securities that are Restricted Securities; and (u) any default by SANTANDER under any Secured Obligation will be a bona fide default and not an intentional means of facilitating the disposition of any Collateral Securities that are Restricted Securities. GES represents, warrants and undertakes to the BANK that: (a) it has received from SANTANDER, in contemplation of the establishment of this pledge, benefits commensurate to GES’ undertakings and exposure hereunder, and this pledge is granted, among others, by reason of such benefits (but GES agrees that the absence or inadequacy of such benefits would not affect the validity of this pledge); (b) in granting this pledge, GES has relied exclusively on its own analysis of SANTANDER’s creditworthiness and financial position, and it has not relied on the BANK in this respect. GES waives any claim that the BANK would wrongfully have extended or maintained credit to SANTANDER; (c) GES and SANTANDER have agreed between themselves upon an appropriate contractual recourse in the case of an enforcement of this pledge, and GES does not expect to rely on any subrogation in the rights of the BANK in this respect. 5.3 It/he (d) GES shall have follow up for its own account the right to dispose creditworthiness and the financial situation of SANTANDER and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder situation and performance of any obligation hereunder by the Pledgor will Secured Obligations, and shall not violate any laws, regulations, or any agreement or contract to which rely on the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of BANK in this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above respect. These representations and warranties shall be true deemed to be repeated from time to time as and correct and will be complied with before the contractual obligations when any securities or cash are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according added to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this ContractCollateral. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as followsthat: 5.1 Except for those circumstances disclosed to the Pledgee, it/he (i) it is the sole legal legal, beneficial and beneficial record owner of the Equity of, and has legalgood and marketable title to, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be all Collateral pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right by such Pledgor hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made sufficient interest in all proper arrangements and executed all necessary documents Collateral pledged by such Pledgor hereunder in which a security interest is purported to ensure that performance of this Contract will not be affected or prevented by its/his heircreated hereunder for such security interest to attach (subject, guardianin each case, successor in titleto no pledge, creditorlien, spouse mortgage, hypothecation, security interest, charge, option, Adverse Claim or other person that may acquire its/his Equity encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens); (ii) it has the company, corporate, limited partnership or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated power and validly existing according authority, as the case may be, to pledge all the laws of China, who has separate legal personality and full and independent legal status and capacity Collateral pledged by it pursuant to execute, deliver and perform this Contract.Agreement; 5.10 This Contract (iii) this Agreement has been duly signed authorized, executed and delivered by Party C, such Pledgor and constitutes a legal, valid and binding obligations obligation of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating such Pledgor enforceable against such Pledgor in accordance with its terms, except to the transaction contemplated hereinextent that the enforceability hereof may be limited by applicable bankruptcy, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest insolvency, reorganization, moratorium or other encumbrances over Party C’s assets which may affect similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Borrowing Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or interests remedies provided herein; (v) the execution, delivery and performance of this Agreement will not (i) violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Pledgor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or by-laws of such Pledgor, as applicable, or of any securities issued by such Pledgor or any of its Subsidiaries, or (ii) materially violate any provision of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the Equity, including but not limited creation or imposition of (or the obligation to transfer create or impose) any lien or encumbrance on any of Party C’s intellectual property or transfer the assets of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, such Pledgor or any encumbrances over of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the Credit Agreement; (vi) all of the Collateral has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; (vii) the pledge and collateral assignment to, and possession by, the Pledgee of the Collateral pledged by such Pledgor hereunder consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien on the property or use right assets of such Pledgor which would include the Certificated Securities, except for Permitted Liens, and the Pledgee is entitled to such assets. 5.13 There is no pending orall the rights, to priorities and benefits afforded by the knowledge of Party C, threatened litigation, arbitration UCC or other legal proceedings relevant law as enacted in any relevant jurisdiction to perfected security interests in respect of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.such Collateral; and

Representations and Warranties of the Pledgors. (a) Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as followsthat: 5.1 Except for those circumstances disclosed to the Pledgee, it/he (i) it is the sole legal legal, beneficial and beneficial record owner of the Equity of, and has legalgood and marketable title to, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be all Collateral pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right by such Pledgor hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made sufficient interest in all proper arrangements and executed all necessary documents Collateral pledged by such Pledgor hereunder in which a security interest is purported to ensure that performance of this Contract will not be affected or prevented by its/his heircreated hereunder for such security interest to attach (subject, guardianin each case, successor in titleto no pledge, creditorlien, spouse mortgage, hypothecation, security interest, charge, option, Adverse Claim or other person that may acquire its/his Equity encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens); (ii) it has the company, corporate, limited partnership or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated power and validly existing according authority, as the case may be, to pledge all the laws of China, who has separate legal personality and full and independent legal status and capacity Collateral pledged by it pursuant to execute, deliver and perform this Contract.Agreement; 5.10 This Contract (iii) this Agreement has been duly signed authorized, executed and delivered by Party C, such Pledgor and constitutes a legal, valid and binding obligations obligation of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating such Pledgor enforceable against such Pledgor in accordance with its terms, except to the transaction contemplated hereinextent that the enforceability hereof may be limited by applicable bankruptcy, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest insolvency, reorganization, moratorium or other encumbrances over Party C’s assets which may affect similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); ​ ​ ​ (iv) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Closing Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or interests remedies provided herein; (v) the execution, delivery and performance of this Agreement will not (i) violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Pledgor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability company agreement, partnership agreement or by-laws of such Pledgor, as applicable, or of any securities issued by such Pledgor or any of its Subsidiaries, or (ii) materially violate any provision of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the Equity, including but not limited creation or imposition of (or the obligation to transfer create or impose) any lien or encumbrance on any of Party C’s intellectual property or transfer the assets of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, such Pledgor or any encumbrances over of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the Credit Agreement; (vi) all of the Collateral has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; (vii) the pledge and collateral assignment to, and possession by, the Pledgee of the Collateral pledged by such Pledgor hereunder consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien on the property or use right assets of such Pledgor which would include the Certificated Securities, except for Permitted Liens, and the Pledgee is entitled to such assets. 5.13 There is no pending orall the rights, to priorities and benefits afforded by the knowledge of Party C, threatened litigation, arbitration UCC or other legal proceedings relevant law as enacted in any relevant jurisdiction to perfected security interests in respect of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.such Collateral; and

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) of the Pledgors represents and warrants to the Pledgee as followsthat: 5.1 Except for those circumstances disclosed to the Pledgee, it/he 7.1. it is the sole legal and beneficial owner of the Equity of, and has legalgood and marketable title to, full its Pledged Shares and complete ownership to that the Equity, Pledged Shares are not subject to any agreement entered into between it/he encumbrance, charge, pledge or other security save as to Liens permitted pursuant to Section 6.02 (d), (e) or (q) of the Credit Agreement and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except except for the security created by this Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictionsAgreement, and may be pledged and have not been transferred according to the applicable laws.in any way whatsoever; 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that 7.2. it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate pledge all its Pledged Shares pursuant to this Pledge Agreement; 7.3. there are no prior agreements purporting to grant to any third party any encumbrance on the transaction contemplated herein.Pledged Collateral or to transfer the Pledged Collateral; 5.12 There 7.4. the Pledge over the Pledged Shares and the inscription thereof in the register of shareholders of the Company pursuant to this Agreement is no not contrary to any court order applicable to the Pledgors or the Company and is not in breach of any agreement to which either of the Pledgors is a party; 7.5. the Pledge created pursuant to this Agreement constitutes a "first priority" security interest over the Pledged Shares (gage sur actions) not subject to any other security interest or attachment or any other encumbrances over Party C’s assets which kind of encumbrance save as may affect be permitted pursuant to Section 6.02 (d), (e) or (q) of the Pledgee’s Credit Agreement; 7.6. all necessary consents and authorizations for the execution of this Pledge Agreement have been obtained by the Pledgors and are in full force and effect; 7.7. the Pledged Shares are not subject to any transfer restrictions (other than pursuant to the present Pledge Agreement); 7.8. all the Pledged Shares are duly issued and fully paid-up and are in registered form; and 7.9. the Pledged Shares are not subject to any option to purchase or similar rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside person. Notwithstanding the normal course of businessforegoing, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties Liens shall be true permitted to exist, directly or indirectly, on Pledged Collateral, other than Liens in favour of the Collateral Agent and correct and shall be fully complied with before Liens permitted by Section 6.02 (d), (e) or (q) of the obligations hereunder are fully performed or the secured debts hereunder are fully satisfiedCredit Agreement.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) of the Pledgors respectively represents and warrants to the Pledgee as followsthat: 5.1 Except for those circumstances disclosed 7.1 he/she is a PRC citizen with full legal capacity, and has legitimate rights and authority to execute this Agreement and assume the legal obligations in accordance with this Agreement; 7.2 all reports, documents and information relating to the PledgeePledgors and all the matters required under this Agreement that are provided by the Pledgors to the Pledgee prior to the effectiveness of this Agreement are true and correct in all material respects as of the effectiveness of this Agreement; 7.3 all reports, it/he is documents and information relating to the Pledgors and all the matters required under this Agreement that are provided by the Pledgors to the Pledgee after the effectiveness of this Agreement are true and valid in all material respects at the time of provision; 7.4 as of the effectiveness of this Agreement, the Pledgors are the sole legal and beneficial owner owners of the Equity and has legal, full and complete ownership Pledged Equity. There are no existing disputes relating to the ownership of the Pledged Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right . The Pledgors are entitled to dispose of and transfer its the Pledged Equity according to the terms hereof.or any part thereof; 5.4 Except for the Pledge hereof, it/he has not created any 7.5 there is no other security interest or any third party’s interest and any other encumbrances over its/his Equityrestrictions on the Pledged Equity except the security interest created hereunder and the rights created under the Transaction Agreements; 7.6 the Pledged Equity may be legally pledged and transferred, and the ownership Pledgors have full rights and powers to pledge the Pledged Equity to the Equity is free Pledgee in accordance with the provisions of this Agreement; 7.7 this Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after this Agreement takes effect. 7.8 all approvals, consents, waivers or authorizations from any actual third party, or threatened disputeall approvals, lien licenses, waivers from any government authority, or other procedural restrictions, and may be pledged and transferred all registrations or filings with any government authority (if required according to law) required in connection with the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder this Agreement and the Equity Pledge hereunder, have been obtained or processed and will remain in full force throughout the term of this Agreement, other than the equity pledge registration to be handled with the AIC; 7.9 the execution and performance of this Agreement by each of the Pledgor will Pledgors does not violate any laws, regulationsor conflict with all laws applicable to it, or any agreement agreement, court judgment, award of arbitral authority or contract decision of any administrative authority to which the Pledgor it is a partyparty or by which its assets is bound; 7.10 the pledge under this Agreement constitutes the first priority security interest over the Pledged Equity; 7.11 all taxes and expenses payable for the acquisition of the Pledged Equity have been paid by the Pledgors in full; 7.12 there are no pending, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurateknowledge of the Pledgors, truethreatened lawsuits, complete proceedings or demands against any Pledgor, its property or the Pledged Equity in any court or arbitral tribunal, nor such before any government or administrative authority, that would have a material or adverse effect on any Pledgor’s economic conditions or the ability to perform its obligations and valid.guarantee liabilities under this Agreement; and 5.7 The Pledgor warrants to 7.13 the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants Pledgors hereby undertake to the Pledgee that the above representations and warranties shall will be true and correct accurate and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, and has full power and authority to consummate the transaction contemplated herein. 5.12 There is no security interest or other encumbrances over Party C’s assets which may affect the Pledgee’s rights or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of business, or any encumbrances over the property or use right to such assets. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with under any circumstances and at any time before the obligations hereunder Contractual Obligations are fully performed in full or the secured debts hereunder Secured Indebtedness are fully satisfieddischarged in full.

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as follows: 5.1 Except for those circumstances disclosed to the Pledgee, it/he is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor Pledgors hereby severally but not jointly warrants represent and warrant to the Pledgee that the above representations and warranties shall be true and correct and will be complied that: 7.1. They are natural persons with before the contractual obligations are fully performed full civil capacity or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate corporate legal personality and 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 Company in which they hold equity interest is a limited liability company lawfully incorporated and existing, having independent legal person qualification. It has full and independent legal status and legal capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party CAgreement, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C may xxx or be sued as an independent party. It has full internal power and authority authorization to execute and deliver this Contract and Agreement, all other documents relating they will sign related to the transaction transactions contemplated hereinunder this Agreement, and has full power and authority authorization to consummate complete the transaction transactions contemplated hereinunder this Agreement. ​ 7.3. All reports, documents and information provided by the Pledgors to the Pledgee after the date of this Agreement with respect to the Pledgors and all matters required by this Agreement are true, correct and valid in all substantial respects as of the date of such provision. ​ 7.4. All reports, documents and information provided by the Pledgors to the Pledgee after the date of this Agreement with respect to the Pledgors and all matters required by this Agreement are true, correct and valid in all substantial respects as of the date of such provision. 5.12 There 7.5. As of the date of this Agreement, the Pledgors are the only lawful owners of the Pledge free from any existing dispute in relation to the ownership thereof. The Pledgors have the right to dispose of the Pledge or any part thereof. 7.6. Other than the security interest created on the Pledge under this Agreement and the rights created under the Transaction Agreements, the Pledge is no free from any other security interest or other encumbrances over Party C’s third party rights. ​ 7.7. The Pledge can be lawfully pledged and transferred, and the Pledgors have full rights and power to pledge the Pledge to the Pledgee in accordance with the terms of this Agreement. ​ 7.8. This Agreement is lawfully and duly executed and delivered by the Pledgors and constitutes lawful and binding obligations of the Pledgors. ​ 7.9. Any consents, permissions, waivers or authorizations by any third party or any approvals, 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 this Agreement and the Equity Pledge under this Agreement, have been obtained or handled and will remain in full force during the term of this Agreement. ​ 7.10. The execution and performance of this Agreement by the Pledgors do not violate or conflict with any law applicable to the Pledgors in effect, any agreement to which the Pledgors are a party or by which their assets which may affect the Pledgee’s rights or interests in the Equityare bound, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside the normal course of businesscourt judgment, any arbitral award, or any encumbrances over decision of any administrative authority. ​ 7.11. The Equity Pledge under this Agreement constitutes a first order of security interest on the property Pledge. ​ 7.12. All taxes and fees payable in connection with obtaining the Pledge have been paid in full by the Pledgors. ​ 7.13. There are no such pending, or use right to such assets. 5.13 There is no pending or, to the knowledge of Party Cthe Pledgors, threatened litigationsuits, arbitration arbitrations, or other legal proceedings of or claims before any court or arbitral tribunal, or administrative proceedings, or other legal proceedings or claims before any administrative procedure or penalty of any government authority governmental body or administrative agency over authority against the EquityPledgors or their properties and the Pledge, Party C or its assets, which may that will have a material or adverse effect on Party C’s the economic conditions of the Pledgors or any Pledgor’s the Pledgors’ ability to perform any obligation hereunder or any their obligations and security liability of security.under this Agreement. ​ 5.14 Party C 7.14. The Pledgors hereby warrants warrant to the Pledgee that the above aforesaid representations and warranties shall be will remain true and correct and shall will be fully complied with before under all circumstances prior to the obligations hereunder are fully performed or full performance of the secured debts hereunder are fully satisfied.Contractual Obligations and the full repayment of the Secured Indebtedness. ​

Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents SECTION 4.01. The Pledgors represent and warrants warrant to the Pledgee as follows: 5.1 Except for those circumstances disclosed to Pledgees on the Pledgee, it/he is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract.Pledge Agreement that: 5.3 It/he shall have the right to dispose of (a) each Pledgor has good and transfer its Equity according valid rights in and title to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, Pledged Assets and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract Rights with respect to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents purported to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to grant the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied. 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C has full internal power and authority to execute and deliver this Contract and all other documents relating to the transaction contemplated herein, first priority lien pledge hereunder and has full power and authority to consummate pledge such Pledged Assets and Rights pursuant hereto and to execute, deliver and perform its obligations in accordance with the transaction contemplated herein. 5.12 There terms of this Pledge Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained and is no security interest in full force and effect or other encumbrances over Party C’s assets which may affect the Pledgee’s rights has otherwise been disclosed herein or interests in the EquitySecured Documents; (b) the Pledgors have obtained (and have caused the Company to obtain) all necessary corporate authorizations to execute and deliver this Pledge Agreement and to cause the lien provided for hereunder to be created in accordance with the terms set forth herein; (c) the execution and performance of this Pledge Agreement by each of the Pledgors does not violate any provision of their respective organizational documents; (d) the first-priority lien created by this Pledge Agreement shall constitute, including but not limited to transfer after the formalities required in Article III are fulfilled, a legal, valid and perfected first- priority lien in favor of Party C’s intellectual property or transfer the Pledgees, their respective successors and permitted assignees, for the benefit of the Secured Parties; enforceable in accordance with the terms and conditions of this Pledge Agreement against the Pledgors; and (e) the Pledgors are the legitimate owners of the Pledged Assets and Rights, and such Pledged Assets and Rights are free and clear of any Party C’s asset with a value Liens, claims, options or rights of RMB 500000 or more outside others, except for the normal course of business, or any encumbrances over Liens created in this Pledge Agreement and the property or use right to such assetsLiens permitted under the Secured Documents. 5.13 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings of any court or arbitral tribunal, or any administrative procedure or penalty of any government authority or administrative agency over the Equity, Party C or its assets, which may have material or adverse effect on Party C’s economic conditions or any Pledgor’s ability to perform any obligation hereunder or any liability of security. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.

Representations and Warranties of the Pledgors. Each As of the date hereof, each Pledgor severally (but not jointly) represents and warrants to the Pledgee as followsPledgee, individually and not jointly, and covenants, individually and not jointly, with Pledgee, that: 5.1 Except for those circumstances disclosed to the Pledgee, it/he (a) such Pledgor is the sole legal and record beneficial owner of, and has legal title to, the Pledged Shares shown beside such Pledgor’s name on Exhibit A hereto (the “Pledgor’s Pledged Shares”) and the Pledgor’s Pledged Shares and all of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee. 5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract. 5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof. 5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws. 5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party. 5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee Collateral are accurate, true, complete and valid. 5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity. 5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied.remain free and clear of all Liens whatsoever, except for Permitted Liens; 5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract. 5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C. 5.11 Party C (b) such Pledgor (i) has full internal power and authority to execute and deliver this Contract Agreement and to pledge the Pledgor’s Pledged Shares and other Collateral to Pledgee and (ii) is, after taking into account his or her pledge of the Collateral hereunder, solvent and has the ability to pay all of his or her debts and to perform all of his or her obligations hereunder; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally; (d) there are no outstanding options, warrants or other similar agreements with respect to the Pledgor’s Pledged Shares; (e) the Pledgor’s Pledged Shares have been, and the Pledged Interests will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable; (f) all of the Pledgor’s Pledged Shares are, and all of the Pledgor’s Pledged Shares and any other documents relating Pledged Interests will continue to be, represented by certificates, which certificates, with undated assignments separate from such certificates, duly executed in blank by such Pledgor, shall be delivered on the date hereof to Pledgee, each in form and substance reasonably satisfactory to Pledgee, and Pledgee shall be authorized to maintain possession and custody of the certificates representing the Pledged Shares and other Pledged Interests; (g) no consent, approval or authorization of or designation or filing with any Governmental Authority or any other Person on the part of such Pledgor (including any current or former spouse of such Pledgor) is required in connection with the pledge and security interest granted under this Agreement, or, as of the date hereof, the exercise by Pledgee of the voting and other rights as provided for in this Agreement, except those which will have been duly obtained, made or complied with prior to the transaction contemplated hereindate hereof; (h) the execution, delivery and has full power and authority to consummate performance of this Agreement by such Pledgor will not violate any law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority or of the transaction contemplated herein. 5.12 There is no security interest certificate of organization or incorporation, as applicable, by-laws, operating agreement or other encumbrances over Party C’s assets which may affect organizational document of such Pledgor or of the Pledgee’s rights Issuer or interests in the Equity, including but not limited to transfer of Party C’s intellectual property or transfer of any Party C’s asset with a value of RMB 500000 or more outside securities issued by the normal course of businessIssuer, or any encumbrances over mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor is a party or which purports to be binding upon such Pledgor or upon any of its assets, and will not result in the creation or imposition of any Lien on any of the assets of such Pledgor or the Issuer of the Pledged Shares, except for Permitted Liens in favor of the Pledgee; (i) the pledge, assignment and delivery to Pledgee of the Collateral pursuant to this Agreement creates a valid perfected first priority security interest in the Collateral and the proceeds thereof in favor of Pledgee, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of a Pledgor which would include the Collateral, and such Pledgor covenants and agrees that it shall use right its best efforts to such assets. 5.13 There is no pending ordefend Pledgee’s right, title and security interest in and to the knowledge Collateral and the proceeds thereof against the claims and demands of Party Call persons whomsoever; (i) such Pledgor has been the beneficial owner of the Pledgor’s Pledged Shares for a period of at least one year prior to the date hereof, threatened litigation, arbitration (ii) the full purchase price or other legal proceedings consideration for the Pledgor’s Pledged Shares has been paid or given at least one year prior to the date hereof, and (iii) such Pledgor does not have a short position in or any put or other option to dispose of any court or arbitral tribunal, securities of the same class as the Pledgor’s Pledged Shares or any administrative procedure or penalty other securities convertible into securities of any government authority or administrative agency over such class; (k) such Pledgor has been advised by counsel of the Equityelements of a bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, Party C or its assetsas amended (the “Securities Act”), which may have material or adverse effect on Party C’s economic conditions or any including the relevant Securities and Exchange Commission interpretations, and affirms that the pledge of the Pledgor’s ability Pledged Shares by such Pledgor pursuant to perform any obligation hereunder this Agreement will constitute a bona-fide pledge of the Pledgor’s Pledged Shares for purposes of such Rule; and (l) such Pledgor acknowledges that he or any liability she has received adequate and sufficient consideration in exchange for his or her execution and delivery of securitythis Agreement and the performance of his or her obligations hereunder. 5.14 Party C hereby warrants to the Pledgee that the above representations and warranties shall be true and correct and shall be fully complied with before the obligations hereunder are fully performed or the secured debts hereunder are fully satisfied.