Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 Each Party hereby makes the following representations and warranties, each of which is true and correct in all respects as of the Execution Date and shall continue to remain true and correct in all respects as of the Closing Date (A) The Client hereby represents, warrants and undertakes to the Custodian that:“General Warranties”): (i) it is duly organized constituted and validly existing under the laws of the jurisdiction of its organizationApplicable Law; (ii) during it has the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity power and authority under Applicable Law to enter into execute, deliver and perform this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the Agreement. The execution, delivery and performance of obligations this Agreement by it has been duly authorised and approved and does not require any further authorisation or consent of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementany third party; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) upon execution, this Agreement is will be a legal, valid and binding on the Clientobligation of such Party, enforceable in accordance with its terms; (viv) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of Agreement by it, and its promises, agreements or undertakings under this Agreement, all Property deposited with do not violate any Applicable Law, or violate or contravene the Custodian shallprovisions of or constitute a default under its charter documents, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System contract or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary agreement to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementa party; and (v) no order has been made, petition presented, resolution passed or meeting convened for the Custodian will submit liquidation, winding up and/or for an administration order and there are no cases or proceedings under Applicable Law and no events have occurred (including appointment of a receiver, liquidator, trustee, administrator, custodian or similar official in respect of the whole or any part of the Business or assets) which, under Applicable Law, would justify and result in any such cases or proceedings. It is neither insolvent nor is it unable to pay its debts as and when they fall due. 5.2 The Seller hereby makes the following representations and warranties to the Client on an annual basis a copy Buyer, each of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be which is true and correct in all respects as of the Execution Date and shall continue to remain true and correct in all respects as of the Closing Date (“Seller Warranties”): (i) the Seller is the owner of the Sale Shares, and has and will have on the Closing Date good, clear and marketable title to the Sale Shares, free and clear of any date after and all Encumbrance and claims whatsoever, with full right and authority to deliver the date hereof.same to the Buyer under this Agreement, which will convey to the Buyer good and marketable title to such Sale Shares, free and clear of all claims and Encumbrances; (ii) the Seller (or anyone on its behalf) has not done, committed or omitted to do any act, deed, matter or thing whereby the Sale Shares can be forfeited, extinguished or rendered void or voidable; (iii) the Sale Shares have been validly issued in accordance with Applicable Law; (iv) The books and records of the Company have been prepared in accordance with applicable accounting standards and give a true and fair view of the financial position of the Company; (v) The registers and statutory books of the Company are up to date, and are maintained in accordance with Applicable Laws; and

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 8.1 I/We hereby warrant and represent and undertake to you that: (Aa) The I am/we are entering into the agreement with you in accordance with these Terms and any Additional Terms as principal and am/are not trading on behalf of any other person unless you are notified otherwise in writing, in which case, I/we warrant that I am/we are expressly authorized by my/our principal to effect all transactions pursuant to these Terms and any Additional Terms and my/our principal will duly perform all the obligations and liabilities arising out of these Terms and any Additional Terms, failing which I/we will be liable to you as if I was/we were the principal in respect of such obligations and liabilities; (b) the information provided by me/us to you in the Client hereby representsInformation Statement or otherwise from time to time is true, warrants accurate and undertakes to complete in all respects; (c) I/we will enter into securities transactions or refrain from entering into securities transactions solely in reliance upon my/our own judgment and investigations, and not upon advice or recommendations rendered by you or any of your Affiliates; (d) the Custodian thatagreement contained in these Terms and any Additional Terms constitutes a valid and legally binding agreement on me/us enforceable in accordance with its terms; (e) the agreement contained in these Terms and any Additional Terms and performance of my/our obligations contained therein do not and will not: (i) it is duly organized and validly contravene any existing under the laws of the jurisdiction of its organization;applicable law, statute, ordinance, rule or regulation or any judgement, decree or permit to which I am/we are subject; or (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent conflict with or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents result in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations breach of the Client, and the validity and enforceability terms of such obligations and the rights or constitute any default under any agreement or other instrument to which I am/we are a party or subject or by which any of the Custodian, under this Agreementmy/our property is bound; (iiif) it unless otherwise agreed by you, I am/we are and will remain to be the beneficial owner of the assets in the Account free from any lien, charge, equity or encumbrance save as created by these Terms or any Additional Terms and will not charge, pledge or allow to subsist any charge or pledge over the assets or monies in the Account or grant or purport to grant an option over any assets or monies in the Account without your prior written consent; (g) I am/we are the person ultimately responsible for originating the Instructions in relation to each transaction in the Account and shall stand to gain the commercial or economic benefit of such transactions and/or bear their commercial or economic risk (except where such other person or entity has been disclosed to you in writing and the arrangement has been agreed by you); (h) unless I/we otherwise confirm to you in writing, I am/we are not an employee or officer of any exchange, board of trade, clearing house, bank or trust company, or an affiliate of any licensed person or registered person under the Securities and Futures Ordinance save where the consent of such person for my/our opening of account(s) with you has been obtained; (i) I am/we are under no legal disability with respect to, and I am/we are not subject to any law or regulation which prohibits or prevents me/us from performing these Terms and any Additional Terms; (j) I/We have obtained all necessary consents and have authority to deposit agree to these Terms and any Additional Terms (and if we are a company, we are properly empowered and have obtained necessary corporate and other authority pursuant to our organizational documents); (k) unless I/we otherwise confirm to you in writing, I am/we are not related to or associated with any employees or agents of you and/or your Affiliates and agree that if I/we shall hereafter become related to or associated with any of such employee or agent, I/we shall promptly notify you in writing of the Property received existence and nature of such association and agree that you may, upon receipt of such notice, at your absolute discretion, close the Account; (l) (if I/we reside or any Instruction is given to you outside Hong Kong) all Instructions will have been given in compliance with any and all Applicable Laws and Regulations of the relevant jurisdiction from which the Instructions are given, and I/we accept that there may be taxes, duties, impositions or charges payable to the relevant authorities in respect of me/us residing or the giving of any Instruction outside Hong Kong and the execution of transactions according to the Instruction, and I/we agree to pay such taxes, duties, imposition or charges as are applicable. I/We further agree to indemnify you from any claims, demands, actions, costs and expenses you may suffer or incur in connection with or arising from my/our residing or giving or any such Instruction outside Hong Kong; (m) I am/we are not a U.S. person and that I am/we are not acting for, or on behalf of, a U.S. person. If my/our tax status changes and I/we become a U.S. citizen or resident of the United States, I/we must notify you within thirty (30) days and I am/we are fully aware that any investment products that I am/we are holding will immediately be redeemed and sale proceeds will be subject to U.S. tax information reporting or any other reporting requirements under applicable U.S. laws. For purposes of complying with applicable U.S. tax laws and any other applicable U.S. laws, I/we waive any bank secrecy, privacy or data protection rights relating to my/our Account; (n) I am/we are not a director(s), 10% or in excess of 10% beneficial shareholder(s) or policy-making officer(s) of a company publicly traded in the Custody Account U.S.; (o) I am/we are a natural person and that I/we have attained the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment age of Property made in accordance with this Agreementmajority; and (ivp) this Agreement is legal, valid and binding on the Client; (v) on I am/we are not domiciled in or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided resident in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; country where there is no provision of its charter any restriction or by-laws, nor prohibition on my/our purchase or holding of any mortgageSecurities. If I/we become resident in any such country, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to I/we will inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has you immediately and will continue to have, if so required by you sell or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in redeem any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter restricted or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofprohibited Securities.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority except as provided in Clause 16 of this Agreement or resulting from acts of the Custodian, the Client shall, at all times be entitled or otherwise authorized to deposit deal with, and dispose of, all or any part of the Property received Property, whether through a relevant Clearance System or otherwise, except for any necessary government consents in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreementapplicable jurisdiction; and(which Client shall use commercially reasonable efforts to obtain). (iv) Subject to paragraph 14(N), it will assert its interest in Property held by the Custodian in any Clearance System only in such a way as could not prevent a transfer of title to a unit of such Property by the Custodian (or by any other person) where such transfer is required by the Clearance System; provided that nothing further shall limit the Client's rights pursuant to Section 15 hereof. (v) this Agreement is legal, valid and binding on the Client; (vvi) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vivii) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) encumbrances, other than arising in connection with settlement, or to the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part extent resulting from the acts of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this AgreementCustodian. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of the obligations of the Custodian Custodian, and the validity and enforceability of such obligations and the rights of the Client, Client under this Agreement;; and (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (Aa) The Client hereby represents, Borrower represents and warrants and undertakes to the Custodian Lender, on the date of this Agreement and on each Interest Payment Date: i) If the Borrower is a limited liability company or a limited liability partnership, that: (i1) it has the power to own its assets and carry on its business as it is duly organized and validly existing under being conducted as at the laws of the jurisdiction of its organizationrelevant date; (ii2) during the term of this Agreement all necessary corporate and other action has been taken to authorise it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into the Finance Documents and perform the transactions contemplated in them; (3) no limit on its powers or, where the Borrower is a Company, those of its directors, will be exceeded as a result of any drawing made pursuant to this Agreement; and (4) the entry into and performance by it of, and the transactions contemplated by, the Finance Documents, do not and will not contravene or conflict with: (a) its constitutional documents; (b) any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or (c) any law or regulation or judicial or official order applicable to it. ii) If the Borrower(s) is/are an individual, joint individuals or a partnership, that: (1) the Borrower(s) has or have the capacity to execute, deliver and perform his, her, their or its obligations under this Agreement and to carry out the transactions contemplated hereinby it; (2) the Borrower(s) is or are not dead or, by reason of illness or incapacity (whether mental or physical), incapable of managing his, her or their own affairs; (3) the court has not made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 in respect of the Borrower(s) and no order has taken and will continue to take all action been made in respect of the Borrower(s) under the Adults with Incapacity (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdictionScotland) to authorize Act 2000; (4) the execution, delivery and performance of the obligations of the Clientin, and transactions contemplated by, this Agreement does not and will not contravene any agreement or instrument binding on the validity and enforceability of such obligations and the rights of the CustodianBorrower(s) or his, under this Agreementher, their or its assets, or any applicable law or regulation; (iii5) it has authority the Borrower(s) intend(s) to deposit use the Property received in Facility wholly for the Custody Account and purposes of a business; (6) the Custody Cash Account and Borrower (or each of the Borrowers, if there is no claim more than one Borrower) confirms that neither he, she or encumbrances they nor any person associated with him, her or them resides or will reside in any Security Property either on a part-time or permanent basis; (7) if at any time, the Borrower(s) intend(s) that adversely effects he, she or they or any delivery person associated with him, her or payment them take up residence in any Security Property the Borrower(s) will immediately advise the Lender of the circumstances of such intended residence in order that the Lender can consider whether or not it is willing to grant its consent. Such consent may be given or withheld at the Lender's absolute discretion and, if given, may be subject to any conditions that the Lender may, in its absolute discretion, deem appropriate; (8) nothing has arisen, has been created or is subsisting, that would be an overriding interest in any Security Property made which is located in accordance with this AgreementEngland or Wales and details of all parties either in occupation or entitled to occupy any Security Property located in England or Wales have been disclosed to the Lender; and (9) no third party enjoys rights under the Matrimonial Homes (Family Protection) (Scotland ) Act 1981 (as amended) in relation to any Security Property which is located in Scotland. iii) That the Borrower(s) is or are: (1) in the case of a limited liability company or a limited liability partnership, registered and incorporated under the laws of either England and Wales or Scotland and its Centre of Main Interests is in the United Kingdom; or (2) in the case of an individual, joint individuals or a partnership, domiciled in either England and Wales or Scotland and his, her, their or its Centre of Main Interests is in the United Kingdom; and in either case, its assets are situate in the United Kingdom. iv) this Agreement is That the obligations of the Borrower under the Finance Documents are legal, valid valid, binding and binding on enforceable in accordance with their terms. v) That each of the Client;Security Documents create (or, once entered into, will create): (v1) on or prior to the execution of this Agreementvalid, the Client has provided to the Custodian certified true copies of evidence of the due authorization legally binding and enforceable Security for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, obligations expressed to be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided secured by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiseit; and (2) subject to registration under section 859A of the Companies Act 2006 (as amended by the Companies Act 2006 (Amendment of Part 25) Regulations 2013/600) (in any case where the Borrower is a company or a limited liability partnership) and, in the case of real property situated in England or Wales, registration at HM Land Registry or, in the case of real (in Scotland, heritable or leasehold) property situated in Scotland and capable of registration in the Land Register of Scotland, registration at the Land Register of Scotland, perfected Security over the assets expressed to be subject to Security in it, in favour of the Lender, having the priority and ranking expressed to be created by the relevant Security Document and ranking ahead of all (if any) Security and rights of third parties except those preferred by law. vi) That no Event of Default has occurred, is reasonably likely to occur, is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of, any transaction contemplated by the Finance Documents. vii) That no other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on any Obligor or to which any of its assets is subject which has or is reasonably likely to have a material adverse effect on its business, assets or condition or ability to perform its obligations under the Finance Documents. viii) That no litigation, arbitration or administrative proceedings are taking place, pending or, to the Client is conducting Borrower's knowledge, threatened against it or any other Obligor, any of its business in substantial compliance with all applicable laws and requirementsdirectors, both state and federalmembers or partners or any of its assets, and has obtained all regulatory licenseswhich, approvals and consents necessary if adversely determined, might reasonably be expected to carry have a material adverse effect on its business as now conducted; there is no provision of business, assets or condition, or its charter ability to perform its obligations under the Finance Documents. ix) That the information, in written or electronic format, supplied by-laws, nor of any mortgageor on its behalf, indentureto the Lender in connection with the Facility and the Finance Documents was, credit agreement at the time it was supplied or other contract binding on at the date it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases was stated to be given (as the case may be): (1) if it was factual information, complete, true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organizationaccurate in all material respects; (ii2) during if it was a financial projection or forecast, prepared on the term basis of this Agreement it has recent historical information and will continue to have, or will take all action necessary to obtain, full capacity on the basis of reasonable assumptions and authority to enter into this Agreement was fair and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreementmade on reasonable grounds; (iii3) this Agreement is legalif it was an opinion or intention, valid made after careful consideration and binding was fair and made on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementreasonable grounds; and (v4) the Custodian will submit not misleading in any material respect, nor rendered misleading by a failure to disclose other information, except to the Client extent that it was amended, superseded or updated by more recent information supplied by, or on an annual basis a copy behalf of, the Borrower to the Lender. (b) The Borrower undertakes to deliver to the Lender prior to the Drawdown Date duly executed copies of its Report on Policies and Procedures Placed in Operation and Tests the Security Documents together with: i) duly executed copies of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases notice or intimation required to be true and correct as sent pursuant to the Security Documents; and ii) all documents of any date after title to be provided under the date hereofSecurity Documents.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 8.1 The hirer hereby warrants, undertakes and agrees that: (Aa) The Client hereby representsthe venue shall only be used for the purposes of the event; it shall at all times ensure the proper and careful use of the venue and shall not do or permit or suffer to be done upon the venue any act or thing which may damage the venue, warrants and undertakes premises or any neighbouring site or which may be or become a nuisance, annoyance or disturbance to the Custodian thatlicensor or to the licensors or occupiers of any neighbouring site; (b) ensure that the event finishes no later than 00:00 each day and that any music or other loud noise ceases no later than 23:30; (c) use the venue so that it is at all times throughout the event maintained in a clean, tidy and safe condition and that all waste and litter shall be removed by the hirer on completion of each day’s use of the venue under this agreement; (d) it shall as soon as reasonably possible and in any event within 48 hours of any such damage occurring notify the licensor of any damage to the venue, premises or to any neighbouring site or to any objects, contents or fittings in or at the venue or premises and shall at the option of the licensor either make good such damage to the satisfaction of the Licensor (ensuring that all steps taken in this regard are approved in advance by the Licensor) or meet the full cost of making good in accordance with the provisions of Clause 13.3; (e) it will comply with any conditions imposed by any consent or permission that has been obtained for the purposes of this agreement; (f) the Hirer shall, and shall procure that all visitors shall: (i) it is duly organized comply with all relevant statutes, by-laws, regulations, health and validly existing under safety requirements, applicable codes of practice (whether issued by the laws of licensor or otherwise), fire regulations and other matters affecting the jurisdiction of its organizationvenue or the event (whether referred to expressly in this agreement or not); (ii) during observe at all times any reasonable restrictions or conditions which the term licensor or the licensor’s representative (or any other authorised representative of this Agreement it the licensor) wish to impose in relation to any matter concerning the event including (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation) access, the obtaining supplies, parking, movement of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery vehicles and performance routing of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementpower leads; (iii) it has authority comply with all guidelines relating to, in particular (but without limitation), power supply and lighting, fire safety precautions and precautions against causing damage that are supplied by the licensor from time to deposit time and which are relevant to the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreementlocation; and (iv) this Agreement is legal, valid keep safe and binding on free from damage or loss any objects in and fabric of the Clientbuildings at the premises; (vg) it shall, where appropriate, inform the police, local fire, and rescue authorities, local government bodies (including environmental health) of the event taking place at the venue and follow promptly any recommendations they may be given on or prior their behalf in relation to the execution of event and supply evidence that this Agreement, the Client undertaking has provided been fulfilled to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiselicensor on request; and (viiih) it shall, before commencing any aspect of the Client is conducting its business in substantial compliance with all applicable laws event which may involve any particular fire or other risk, inform the licensor of such risk and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor shall pay the cost of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform reasonable special precautions the Custodian promptly if any statement set forth in this Section 4(A) ceases licensor may require to be true taken to counter such risk and correct as of any date after the date hereofinsure such risk. (B) 8.2 The Custodian hereby represents, warrants Hirer shall perform all necessary risk assessments for all activities due to be conducted at the venue as part of the event and undertakes shall provide such risk assessments to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofLicensor upon request.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client Pledgor hereby represents, represents and warrants and undertakes to the Custodian Pledgee that: (ia) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinsole owner of, and has taken valid title to, and will continue to take all action (including, without limitationhold the full and exclusive ownership of, the obtaining Shares, subject to no lien, security interest, claim, option, pledge, charge, assignment, transfer or other encumbrances of all necessary governmental consents in any applicable jurisdiction) to authorize kind whatsoever except the execution, delivery Pledge and performance of obligations of unless otherwise permitted under the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Credit Agreement; (iiib) it has authority the Shares represent, on the date of this Pledge Agreement, 65 per cent. of the issued, fully subscribed and paid up share capital of the Company; (c) the Shares are not (and none of the Shares is) subject to deposit any pre-emption rights, options to purchase or sell or warrants or similar rights of any person and the Property received Shares are freely transferable; (d) upon completion of the actions referred to in Clause 3. above, the Pledge shall be duly perfected and shall constitute a legally valid and binding first ranking security interest over the Shares in favour of the Pledgee not subject to any prior or pari passu encumbrance (subject to the reservations made in the Custody Account legal opinion issued by the Borrower’s legal counsel to and for the benefit of, among others, the Pledgee) and is not liable to be avoided or otherwise set aside on the liquidation or insolvency of the Pledgor or otherwise; (e) neither the Pledgor nor the Company has taken any corporate action, nor have any other steps been taken or legal proceedings been started or threatened against it, for bankruptcy, insolvency, liquidation, reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement or composition with creditors (concordat préventif de faillite), reorganisation or similar Luxembourg or foreign 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 its assets or revenues; (f) the place of the central administration (siège de l’administration centrale) and the Custody Cash Account centre of main interests (as such term is defined in the Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended (the EU Insolvency Regulation)) of the Company are located at its registered office (siège statutaire) in Luxembourg, that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended and that the Company has no establishment (as such term is defined in the EU Insolvency Regulation) outside Luxembourg; and (g) the granting of the Pledge is in the Pledgor’s corporate interest (intérêt social). The representations, warranties and undertakings set out in this Clause 5.1 are made on the date of this Pledge Agreement and are deemed to be repeated by the Pledgor on the date there is no claim or encumbrances that adversely effects any delivery or payment of Property a repetition made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence Section 4.02 of the due authorization for the execution, delivery and performance of this Credit Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 1. The Client hereby representsPledgors individually and jointly represent, warrants warrant and undertakes undertake to the Custodian WFOE that: (i1) it is duly organized and validly existing under It has the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out perform its obligations under this Agreement; it has granted its authorized representative the transactions contemplated herein, authority to sign this Agreement and has taken the terms of this Agreement are legally binding on it from the effective date of this Agreement. (2) The Pledged Shares are legally pledged and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Clienttransferable, and the validity Pledgors are the legal holders of the Pledged Shares and enforceability are also registered shareholders of such obligations the target company and have the right to pledge the Pledged Shares to WFOE; there will be no legal or de facto impediment to WFOE exercising its pledge rights in the future. (3) The target company is a limited liability company duly established and validly subsisting under the laws of the PRC. The registered capital of the target company is RMB16,213,275,000 and the rights entire registered capital of the Custodian, under this Agreement;target company has been paid up. (iii4) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the Its execution, delivery filing and performance of this Agreement;; (i) will not conflict with, or violate the provisions of, (A) the respective business licenses, bylaws, permits, approvals from governmental authorities approving its formation, agreements relating to its formation or any other programmatic documents of the Pledgors, (B) any other laws and regulations to which it is bound, (C) any contract or other documents to which the Pledgor is jointly or severally party or by which it is bound or to which its assets are bound, (ii) other than the pledge of shares of the target company as agreed to herein, will not result in the creation of any encumbrance or other encumbrance of rights over the assets of the Pledgors or entitle any third party to place any encumbrance or encumbrance of rights over its assets, (iii) will not result in a Pledgor, jointly or severally, is a party to, or is bound by or whose assets are bound by, the termination or modification of the terms of any contract or other document to which it is a party or which gives rise to the right of any other third party to terminate or modify the terms of such document; and (iv) will not result in the suspension, revocation, impairment, forfeiture or failure to renew upon expiration of any approval, license, registration, etc., of any governmental authority applicable to it. (vi5) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except Except as otherwise provided in the Contractual Arrangements, the Pledged Shares shall not be encumbered by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement pledge or other contract binding on it form of security, priority, legal encumbrance, property preservation measures, seizure, escrow, leasehold, option or affecting its property which would prohibit its execution or performance other form of this Agreement. The Client agrees to inform right (collectively, the Custodian promptly if any statement set forth in this Section 4(A“Encumbrances”) ceases to be true and correct as of any date after the date hereofhereof and the Pledge hereunder shall constitute a first-order security interest in the Pledged Shares. (B6) The Custodian hereby representsExcept with the prior written consent of WFOE, warrants and undertakes to the Client that: (i) it is duly organized the Pledged Shares may not be transferred or in any other way disposed of by the Pledgors; and validly existing under the laws all proposed transfers of the jurisdiction of its organization; (ii) during Pledged Shares by the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out Pledgors are void. The price received by the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, Pledgors from the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations transfer of the Custodian and Pledged Shares shall be used in the validity and enforceability of such obligations and first instance for the rights early settlement of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit Secured Obligations to the Client on an annual basis Pledgee or for the withdrawal of the Pledgee from a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance third person agreed with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofPledgee.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The 3.1. As agent for each Underlying Customer and on its own behalf, the Client hereby representsrepresents and warrants to BCS as of the date of each Transaction, warrants and undertakes to the Custodian that: (ia) it is duly organized the Client and validly existing its Underlying Customer each have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable the Client to lawfully enter into and perform under this Section, the laws Terms of Business and each Transaction and to grant security and powers referred to in this Section and the jurisdiction Terms of its organizationBusiness; (iib) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacityperson(s) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter entering into this Agreement Section and each Transaction under it have been duly authorised to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementdo so; (iiic) it has authority to deposit this Section, the Property received in the Custody Account Terms of Business and each Transaction and the Custody Cash Account obligations created under each of them are binding upon, and there is no claim or encumbrances that adversely effects any delivery or payment of Property made are enforceable against, the Client and its Underlying Customer in accordance with this Agreementtheir terms and do not and will not violate the terms of any regulation, order, charge, agreement or document by which the Client or its Underlying Customer is bound; (d) the Client and its Underlying Customer (individually and collectively) are permitted under its constitution and any applicable law or regulation and are financially able to sustain any loss which may result from Transactions, and that entering into Transactions is a suitable investment vehicle for the Underlying Customer; (e) the relevant Underlying Customer owns, with full title guarantee and free from any mortgage, charge, lien or other third party interest or encumbrance whatsoever, all investments, cash, collateral and other property deposited with, transferred to BCS or charged in BCS’s favour and that neither the Client acting as agent for the relevant Underlying Customer, nor the Underlying Customer itself, will further pledge or charge such property or grant any lien over such property except with BCS’s prior written consent; and (ivf) this Agreement any information which the Client provides or has provided to BCS in respect of the Client or its Underlying Customer is legalaccurate and not misleading in any material respect. 3.2. The Client, valid as agent for each Underlying Customer and binding on its own behalf, covenants to BCS that the ClientClient will: (a) ensure at all times that the Client and its Underlying Customer obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authority, powers, consents, licences and authorisations referred to above; (vb) on or prior to the execution of this Agreement, act as agent for an Underlying Customer where the Client has provided is duly authorised to do so and within the Custodian certified true copies scope of evidence of the due authorization for the execution, delivery and performance of this Agreementits actual authority; (vic) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) immediately notify BCS if the Client shall, at all times, be entitled ceases to act for any Underlying Customer or otherwise duly authorized if the basis upon which the Client acts on behalf of an Underlying Customer alters to deal with, and dispose of, all an extent which would affect the Terms of Business or any part of the Property, whether through a relevant Clearance System or otherwiseTransaction made thereunder; and (viiid) immediately notify BCS in writing if at any time any of the warranties, representations or undertakings in this Section are or become or are found to be incorrect or misleading in any respect. 3.3. The Client will be required to provide BCS with information necessary to settle Transactions entered into by BCS under a Client's order. Where payment or delivery in relation to any Transaction is to be made by an Underlying Customer directly to BCS account or to an account in the name of an Underlying Customer or where an Underlying Customer is to be registered with an exchange, market or clearing house, the Client is conducting its business in substantial compliance with undertakes to inform BCS and to provide to BCS before the due date for settlement or registration, as the case may be, all applicable laws necessary information and requirementsdocuments, both state including, for the avoidance of doubt, Underlying Customer's due diligence documents and federal, and has obtained all regulatory licenses, approvals and consents relevant settlement instructions. The Client as agent for each Underlying Customer authorises BCS to disclose information about the Underlying Customer to a third party to the extent necessary to carry settle the Transaction for the Underlying Customer or otherwise in accordance with the Applicable Regulations and Market Rules. The Client represents and warrants to BCS that each Underlying Customer whose data the Client supplies or will supply to BCS in connection herewith has given its informed consent for BCS’s processing, transferring and disclosing to the relevant third parties the data and information as defined in this Section. The Client understands that registering or accepting cash or securities from an Underlying Customer or settling a Transaction with an Underlying Customer shall be 3.4. The Client undertakes to advise BCS in relation to any Transaction, on its business as now conducted; there is no provision of its charter or by-lawsany service fee payable by the Underlying Customer in consideration for the Client’s service in that Transaction which fee may be received by BCS directly from the Underlying Customer, nor of any mortgage, indenture, for further credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementto the Client’s account with BCS. 3.5. The Client agrees to inform forward to an Underlying Customer any documentation in relation to such customer that BCS is required to provide under the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true Applicable Regulations and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes which BCS makes available to the Client that:for that purpose. (i) it is duly organized 3.6. Upon request, BCS may, in respect of each Underlying Customer, establish and validly existing under maintain one or more separate sub-accounts. BCS shall, subject to these Terms, administer sub-accounts which BCS reasonably believes relate to different Underlying Customers separately. BCS shall not exercise any power to consolidate accounts or set off amounts owing between sub- accounts relating to different Underlying Customers. The Client undertakes, as agent for the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has relevant Underlying Customer and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision own behalf, in respect of its charter or byeach instruction given, to specify the sub-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property account to which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofrelevant instruction relates.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 14.1 The Client hereby represents, Company represents and warrants and undertakes to the Custodian thatLESO that the following statements are true and accurate as regards the Company as of the date of the signing of this Agreement and, if such date is prior to the Commencement Date, they are deemed to be repeated on the Commencement Date: (ia) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this AgreementAgreement have been duly authorised by all necessary corporate action on the part of the Company; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (viib) the Client shall, at all times, be entitled Company owns or otherwise duly authorized to deal with, and dispose of, all or any part of leases the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, Satellites and has obtained all regulatory licenses, approvals a right to use the orbital slots and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance associated frequency spectrum for the Satellites throughout the Extended Term of this Agreement. The Client agrees to inform Notwithstanding the Custodian promptly if any statement set forth above, nothing in this Section 4(A) ceases Agreement shall prevent the Company from procuring capacity on a satellite owned by a third party should the Company wish to be true and correct as of any date after do so providing that the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing Company comply with all its own obligations under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining Network Performance Objective specified in Annex N; (c) this Agreement constitutes the legal, valid and binding obligations of the Company; (d) the Company has obtained all clearances, telecommunications and other licences, consents and approvals necessary governmental consents to enable it to operate the Space Segment for the provision of the Services; and (e) the Company is in compliance with any applicable jurisdictiontelecommunications or other law and regulation of the United Kingdom and any other relevant country governing any ground-based part of the Space Segment. 14.2 The LESO represents and warrants to the Company that the following statements are true and accurate as regards the LESO as of the date of signing of this Agreement and, if such date is prior to the Commencement Date, they are deemed to be repeated on the Commencement Date: (a) to authorize the execution, delivery and performance of obligations this Agreement have been duly authorised by all necessary corporate action on the part of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this AgreementLESO; (iiib) this Agreement is constitutes legal, valid and binding on obligations of the Custodian;LESO; and (ivc) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and LESO has obtained all regulatory licensesclearances, telecommunication and other licences, consents and approvals necessary to enable the LESO to operate its Land Earth Station(s) for the provision of the Services; and (d) the LESO has required its Resellers to obtain all necessary licenses and approvals and consents necessary otherwise to carry on its business as now conducted; there is no provision of its charter or comply with all statutes, by-laws, nor regulations and requirements of any mortgage, indenture, credit agreement government or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit competent authority applicable to the Client on an annual basis a copy provision of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by Services via the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.Space Segment;

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client hereby represents, Guarantor represents and warrants and undertakes to the Custodian Lender that: (ia) it is duly organized he has the power to enter into, exercise its rights and validly existing perform and comply with his obligations under the laws of the jurisdiction of its organizationthis Guarantee; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (ivb) this Agreement is Guarantee constitutes legal, valid and binding on obligation enforceable against him in accordance with its terms, and the Clientexecution and delivery of, and the performance by him of his obligations under, this Guarantee will not result in (i) an infringement of, or a default under, any instrument, contract, document or agreement, licences, permits, approvals, authorisations to which he is a party, by which he or his assets are bound, or which have been granted to him; or (ii) a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any governmental body to which it is a part of by which he or his assets are bound; (vc) on all authorisations required by him in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated by this Guarantee have been obtained or prior effected (as appropriate) and are in full force and effect; and (d) as at the date hereof, he is the legal and beneficial owner of 165 ordinary shares in GFL, representing fifty-five per cent (55%) of the total issued and paid-up share capital of GFL (“GFL Shares”). 4.2 Until all the Guaranteed Liabilities have been irrevocably paid or discharged in full, the Guarantor undertakes to the execution of this AgreementLender that: (a) he shall not, the Client has provided to the Custodian certified true copies of evidence in respect of the due authorization for the executionGFL Shares, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreementdirectly or indirectly, all Property deposited with the Custodian shallsell, at all timescontract to sell, be free from all chargesoffer, mortgagesrealise, pledges transfer, assign, pledge, grant any option or other such encumbrances(except as otherwise provided by law); (vii) the Client shallright to purchase, at all timesgrant any security over, be entitled encumber or otherwise duly authorized to deal with, and dispose of (“Disposal”) or enter into a transaction or agreement that will directly or indirectly constitute or will be deemed as a Disposal of, all or any part of the PropertyGFL Shares; (b) he shall procure that GFL does not directly or indirectly, whether through sell, contract to sell, offer, realise, transfer, assign, pledge, grant any option or right to purchase, grant any security over, encumber or otherwise dispose of (“GFL Shares Disposal”) or enter into a relevant Clearance System transaction or otherwiseagreement that will directly or indirectly constitute or will be deemed as a GFL Shares Disposal of, any part of the shares in the Borrower held by GFL resulting in GFL holding less than fifty-one per cent (51%) of the total issued and paid-up share capital of the Borrower; and (viiic) the Client is conducting its business he has no intention to apply for permanent residency or citizenship in substantial compliance with all applicable laws any country and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes that he shall give notice to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue Lender in writing immediately prior to have, applying for any permanent residency or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofcitizenship.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 7.1 Representations, warranties and undertakings of the Concessionaire (Aa) The Client hereby represents, warrants it is duly organized and undertakes validly existing under and subject to the Custodian that:laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising hereunder including any obligation, liability or responsibility hereunder; (b) it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) it has the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (f) the information furnished in the Bid and as updated on or before the Execution Date of this Agreement is true and accurate in all respects as on the Execution Date of this Agreement; (g) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial, Government Instrumentality or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (k) it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3; and that the {Selected Bidder/ Consortium Members}, together with {its/their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid up Equity as on the Execution Date of this Agreement and thereafter until the second anniversary of COD of Phase I; and that no Member of the Consortium whose technical and financial capacity was evaluated for the purposes of qualification in response to the Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity which shall also be no less than and 5% of the Total Project Cost, until second anniversary of the COD of Phase I; and that the Lead Member of the Consortium shall hold not less than 26% (twenty six per cent) of such Equity and until second anniversary of the COD of Phase I; (l) {the Selected Bidder/ Consortium Members} and {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (m) {the Selected Bidder/each Consortium Member} is duly organized organised and validly existing under the laws of the jurisdiction of its organization; (ii) during incorporation or registration, as the term of this Agreement it (case may be, and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority requested the Authority to enter into this Agreement and with {itself/the Concessionaire} pursuant to carry out the transactions contemplated hereinLetter of Award, and has taken agreed to and will continue to take all action (including, without limitation, unconditionally accepted the obtaining of all necessary governmental consents terms and conditions set forth in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iiin) it has authority to deposit the Property received all its rights and interests in the Custody Account Project shall pass to and vest in the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding Authority on the Client; (v) Transfer Date, free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence that of the due authorization for Authority, and that none of the executionProject Assets shall be acquired by it, delivery subject to any agreement under which a security interest or other lien or Encumbrance is retained by any Person, save and performance of except as expressly provided in this Agreement; (vio) all its rights and interests in the Existing Hospital shall pass to and vest in the Authority on the Transfer Date, free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Existing Facilities shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any Person, save and except as expressly provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority will not assert any interest in Property held by the Custodian in any Clearance System in any way which could prevent a transfer of title to deposit a unit of such Property by the Property received in Custodian (or by any other person) where such transfer is required by the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; andClearance System; (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law);encumbrances; and (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;; and (iii) this Agreement is legal, valid and binding on the Custodian;; and (iv) the The Custodian is conducting its business a bank that meets the qualifications prescribed in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision Section 26(a)(1) of its charter or by-laws, nor the Investment Company Act of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time1940. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 Each party hereby represents, represents and warrants and undertakes to the Custodian other party that: (ia) it is duly organized It has the corporate and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent legal power or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, deliver and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of perform its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior hereunder according to the execution terms of this Agreement, the Client and that it has provided taken all necessary corporate and legal or other actions to the Custodian certified true copies of evidence of the due authorization for the execution, delivery authorize its entry into and performance of this Agreement; (vib) except as provided This Agreement constitutes legal, valid and binding obligation, enforceable in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)its terms and conditions; (viic) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, The execution and/or performance of this Agreement does not and dispose of, all or will not contravene any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter Articles of Association and Bye-Laws or by-lawsany other equivalent constitutional documents, nor of does not and will not violate any mortgage, indenture, credit agreement applicable laws or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws regulations of the jurisdiction of its incorporation or organization;, and does not and will not conflict with or result in a breach of any contract, agreement or other obligation to which it may be bound; and (iid) All consents, approvals, licenses, permits, authorizations, declarations, filings and registrations necessary for the due execution, delivery, and performance of this Agreement have been obtained or effected, and all such consents, approvals, licenses, permits, authorizations, declarations, filings and registrations remain in full force and effect during the term of this Agreement. 5.2 Without prejudice to the generality of foregoing provisions in Clause 4 above, during the term of this Agreement and thereafter until ELIXIR has repossessed the Machines : (a) the VENUE OWNER undertakes that it has and will continue to have, or will take all action reasonable care and security control of the EGT Areas and ELIXIR undertakes that the Machines shall be kept in good and serviceable condition (reasonable fair wear and tear and deficiency, defect or break down arising from normal usage excepted) and since ELIXIR has the legal title to the Machines, ELIXIR shall insure the Machines against loss of or damage to the Machines howsoever caused (including those loss or damage caused by the negligence of ELIXIR’s staff or agent); (b) the VENUE OWNER represents that the business in the EGT Areas has obtained all necessary governmental or third party’s permissions, licences (including but not limited to obtainrelevant gaming license), full capacity permits, approvals and authority consents and undertakes to use its best endeavours to keep such permission, licences, permits, approvals and consents effective throughout the term of this Agreement and each party undertakes to the other that it will comply with all applicable laws in relation to the operation of the Machines at the EGT Areas; (c) each of the VENUE OWNER and ELIXIR undertakes to each other that it will not and will procure their respective employees or agents not to, make or cause or permit to be made any alteration, amendment, modification or addition to the Machines, or any part or component (except maintaining and/or repairing of the Machines as set out in sub-clause (d) of this Clause 5.2) thereof without the approval of the Machines Operation Committee and that any such alteration or modification, if approved by the Machines Operation Committee, of whatsoever kind shall belong to and become the property of ELIXIR and form part of the Machines; (d) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, carry out any repair and/or maintenance works to the Machines by itself unless such repair and/or maintenance works are performed by ELIXIR’s technician; or (ii) with the presence of/ under the instructions of ELIXIR’s technician; (e) the VENUE OWNER undertakes that it will permit ELIXIR and any technical persons nominated by ELIXIR to enter into this Agreement the EGT Areas at any reasonable time so as to inspect and/or repair the Machines, if necessary and to carry enable ELIXIR and its authorised personnel to perform its obligations or exercise its rights hereunder (including but not limited to the carrying out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian relevant audit pursuant to Clause 1.5(a)(iii) and/or Clause 3.3 and the validity overseeing of the collections and enforceability counting of such obligations monies from the drops of the Machines pursuant to Clause 3.2 and the rights of the Client, under this AgreementCollection Procedure); (iiif) this Agreement is legal, valid each of the VENUE OWNER and binding on ELIXIR undertakes to the Custodian; (iv) other that it will not use or permit the Custodian is conducting its business Machines to be used in substantial compliance contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Machines are not designed or reasonably suitable. Each party also undertakes to the other that it will comply with all applicable laws and requirementsgovernmental regulations in relation to the operation of the Machines at the EGT Areas and neither party shall conduct any illegal or dishonest gaming activities at the EGT Areas, both state including but not limited to money laundering or resort of facilitate directly or indirectly to dishonest means to manipulate any gaming activities; (g) ELIXIR undertakes that, unless with the prior approval of the VENUE OWNER it will not sell or offer for sale, assign, mortgage, pledge, create any charge, lien or encumbrances, sub-let or lend out the Machines or in any way part with the Machines or any interest therein provided that such approval from the VENUE OWNER shall not be withheld if the mortgage, pledge or creation of lien or other encumbrances is for the purpose of obtaining financing by ELIXIR from licensed banks; (h) the VENUE OWNER and federalELIXIR undertakes to each other that it will punctually pay, if applicable, their respective own license fees, service charges, taxes, levies and has obtained all regulatory licensesother outgoings or payments for the carrying on the gaming machine business in the EGT Areas. For the avoidance of doubt, approvals and consents necessary the VENUE OWNER shall, to carry on the extent within its business as now conducted; control, ensure that there is no provision electricity, gas and water supply to the EGT Areas and shall be solely responsible for paying (if applicable) the electricity, gas, water and other utilities charges, property tax and related duties in respect of NagaWorld and more particularly, the EGT Areas; (i) the VENUE OWNER undertakes that it will not and will procure its charter employees or by-lawsagents not to, nor of move the Machines or any mortgagepart thereof from the EGT Areas to other location without ELIXIR’s prior consent in writing; (j) ELIXIR warrants that all the Machines used for the operation in the EGT Areas have been fully paid for and the Machines are not subject to any charge, indenturelien or encumbrances (subject to Clause 5.2(g) above, credit agreement foreclosure or other contract binding on it any court proceedings , any litigation or affecting its property which would prohibit its execution or performance claims by any third party; (k) The VENUE OWNER undertakes and warrants that during the term of this Agreement, it will not transfer its Gaming License (as defined in Recital B above) to any other entity; (l) in respect of the EGT Areas, the VENUE OWNER undertakes and agrees that apart from housing the Machines provided by ELIXIR, the Chinese Restaurant Area shall also contain the following facilities and/or reasonably sufficient spaces for the following functions : (i) a treasury cage; (ii) a snack bar capable of providing hot food; and (viii) a resting area with at least four tables allowing customers and patrons to rest and eat; (m) ELIXIR undertakes and warrants that the Machines provided are of reasonable working conditions for the purpose of the business, and shall use its reasonable endeavours in providing upgrade (if deemed necessary by the Machines Operation Committee under the relevant circumstances) to the xxxx validators for the purpose of differentiating and rejecting any counterfeit notes and coins, and should indemnify and compensate the VENUE OWNER in respect of all losses, damages (other than the loss of goodwill, prospective profits or anticipated income), charges and expenses incurred or suffered by the VENUE OWNER due to machine malfunctions, system errors, damages, skimming or the like which are caused by any negligence or default of ELIXIR. For the avoidance of doubt, any failure or omission in detecting counterfeit notes or coins or other schemes of illegal or dishonest gaming activities by any of the Machines, related systems or equipment provided or supplied by ELIXIR hereunder shall not be regarded as negligence or default on the part of ELIXIR. In the case of discovery of counterfeit notes or coins, the parties agree that the responsibility or the apportionment of loss shall be discussed and approved by the Machines Operation Committee on a case by case basis. After any installation of the Machines at the EGT Areas or any part thereof, the VENUE OWNER shall, in the presence of ELIXIR’s representative(s), inspect the working conditions of the relevant Machines and the related equipment and systems provided by ELIXIR for the slot operation at the EGT Areas and shall accept the same in good faith. 5.3 The parties further agree that : (a) in relation to the area adjacent to the Chinese Restaurant Area, which is described as the “Main Casino Hall” in the floor plan attached hereto (the “Adjacent Area”), the VENUE OWNER shall : (i) ensure that for a period from the Effective Date to 30th September 2011, the Adjacent Area will be used as gaming floor for traditional table games (but not electronic gaming machines or other purposes unless the VENUE OWNER has first offered, by written notice, such area to ELIXIR for its placement and operation of Machines under this Agreement [(without prejudice to the generality of Clause 5.3(c) below)]. Upon receipt of such written notice, ELIXIR shall have one month to consider the offer. Upon written acceptance made by ELIXIR, the Adjacent Area shall be regarded as part of the Lounge Area and ELIXIR shall be entitled to place Machines at such area (subject to approval of the relevant lay-out plan by the Machines Operation Committee as contemplated under Clause 1.8(c) above) as it deems appropriate (provided always that the total number of operating Machines on all EGT Areas as a whole does not exceed 640 seats). In case ELIXIR fails to respond within the said one month period, or prior to expiration of the said one month period, indicates by written notice that it has no intention to operate and manage Machines at the Adjacent Area, then the VENUE OWNER shall freely exploit and make use of the Adjacent Area); and (ii) ensure that the Adjacent Area shall at all times during the term of this Agreement, has a passage way accessing to the Chinese Restaurant Area. (b) ELIXIR may station its selected crew of Floor Staffs at the EGT Areas, PROVIDED ALWAYS THAT such personnel do not, in the reasonable opinion of VENUE OWNER, in any way affect, hinder, influence or obstruct the proper running of the casino operations at the EGT Areas or any part thereof, and PROVIDED ALWAYS THAT the VENUE OWNER shall be entitled at any time by way of 30 days’ advance written notice to refuse entry of any such person(s) to the premises of Nagaworld, with valid reason stated for such refusal. In case ELIXIR has any objection to such notice, it shall raise the same with the Machines Operation Committee and the matter shall be discussed and resolved by the Machines Operation Committee accordingly. (c) the Custodian VENUE OWNER agrees that if during the term of this Agreement, there is any other suitable and available areas for operation of electronic gaming machines on the lobby floor of NagaWorld (collectively “Suitable Area”), the VENUE OWNER will submit first offer, by written notice, to ELIXIR for including the Suitable Area or any part thereof as part of the Lounge Area and permit ELIXIR to operate and manage its Machines there pursuant to the Client terms of this Agreement. Upon receipt of such written notice, ELIXIR shall have two months to consider the offer (save that ELIXIR shall only have a one month period to consider if the Suitable Area is the Adjacent Area or any part thereof in accordance with Clause 5.3(a)(i) above). Upon written acceptance made by ELIXIR, the Suitable Area or the relevant part thereof shall be regarded as part of the Lounge Area and ELIXIR shall be entitled to place Machines at such area (subject to approval of the relevant lay-out plan by the Machines Operation Committee as contemplated under Clause 1.8(c) above) as it deems appropriate (provided always that the total number of operating Machines on an annual basis all EGT Areas as a copy whole does not exceed 640 seats). In case ELIXIR fails to respond within the said two month period, or prior to expiration of the said two month period, indicates by written notice that it has no intention to operate and manage Machines at the Suitable Area or the relevant part thereof, then the VENUE OWNER shall freely exploit and make use of the Suitable Area or the relevant part thereof (including but not limited to turning the same for table games). 5.4 Each of the VENUE OWNER and ELIXIR hereby warrants that it shall indemnify, defend and save harmless from the other, from and against all claims, lawsuits, losses, damages and expenses arising out of or resulting from any breach or inaccuracy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsrelevant representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement warranties or undertakings set forth out in this Section 4(B) ceases to be true and correct as of any date after the date hereofAgreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 20.1 The Client hereby warrants, represents, warrants and undertakes to the Custodian KGI Asia on a continuing basis that: (ia) it the Client is duly organized entering into this Client Agreement with KGI Asia as principal and validly existing under the laws is not trading on behalf of the jurisdiction of its organizationany other person (except where KGI Asia is notified in writing and such is expressly approved by KGI Asia); (iib) during the term information provided in the Account Opening Form is true and complete and the Client will notify KGI Asia in writing upon any change in the information provided in the Account Opening Form or any other information relating to the Client. Until the Client gives such written notification to KGI Asia, KGI Asia shall be entitled to rely on the information contained in the Account Opening Form. KGI Asia is hereby authorized to conduct a credit enquiry or check on the Client for the purpose of ascertaining the financial situation, investment objectives and other information of or relating to the Client as set out in the Account Opening Form or otherwise; (c) (except where KGI Asia is notified in writing and such is expressly approved by KGI Asia) the Client is the beneficial owner of the Securities, Options Contracts and other derivative products (if any) under the Account free from any lien, charge, equity or encumbrances save as created by or under this Client Agreement; (d) (except where KGI Asia is notified in writing and such is expressly approved by KGI Asia) the Client is the person or entity (legal or otherwise) ultimately responsible for originating the Instructions in relation to each Transaction in the Account(s) and that stands to gain the commercial or economic benefit of each such Transaction and/or bear its commercial or economic risk; (e) the Client has full power, authority and capacity to enter into and perform its obligations under this Client Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) if applicable, the Client has obtained all necessary corporate authorizations and will continue consents from the shareholders and directors and has taken all necessary actions to have, or will take all action necessary to obtain, full capacity and authority enable the Client to enter into this Client Agreement and to carry out perform all the transactions contemplated hereinobligations of the Client under this Client Agreement. The Client has also obtained and will maintain in full force and effect any necessary consents, licences and authorities; (f) in case of an individual, the Client is of full age and capacity and in the case of a firm or corporation, it is duly constituted and incorporated and has taken the power to enter into this Client Agreement and all contracts made or to be made pursuant to this Client Agreement are and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery constitute legally binding and performance of enforceable obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (ivg) this Client Agreement is legal, constitutes a valid and legally binding agreement on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (viih) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, performance and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws obligations contained herein do not and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client thatwill not: (i) it contravene any applicable Market Requirements to which the Client is duly organized and validly existing under subject or any provision of the memorandum and/or articles of association or by-laws of the jurisdiction of its organization;Client (if applicable); or (ii) during conflict with or result in any breach of the term terms of this Agreement it has and will continue or constitute any default under any agreement or other instrument to have, which the Client is a party or will take all action necessary is subject to obtain, full capacity and authority to enter into this Agreement and to carry out or by which any of the transactions contemplated herein, and has taken and will continue to take all action Client’s assets or property is bound; (includingi) the Client shall not, without limitationthe prior written consent of KGI Asia, charge, pledge or allow to subsist any charge or pledge over or grant or purport to grant any option over any of the obtaining Client’s Securities, Options Contracts or other derivative products or monies in the Account (save as created by or under this Client Agreement); (j) the Client acknowledges and agrees that KGI Asia is not responsible for advising the Client of all necessary governmental consents in any applicable jurisdiction) to authorize disclosure obligations whether arising generally or as a result of any Securities, investment fund or other Transaction effected by KGI Asia or of any holding of Securities or otherwise by or on behalf of the execution, delivery and performance Client. Such obligations of disclosure are personal obligations of the Custodian Client. KGI Asia shall not be obliged to give notice of holdings by or on behalf of the Client in any form or by any time limit save for any notice or statement to be issued by KGI Asia as expressly provided in this Client Agreement. KGI Asia shall not be liable for any Loss of the Client arising from any failure or delay by the Client or any other person to disclose interest in accordance with any applicable laws, rules and regulations and the validity Client shall indemnify KGI Asia and enforceability its Affiliates for any Loss arising from any such failure, delay or default which may be suffered or incurred by KGI Asia; (k) the Client is not resident in a country where there is any restriction on the Client’s purchase or holding of any Securities. If the Client becomes resident of such obligations country, the Client will inform KGI Asia immediately and the rights will if so required by KGI Asia sell or redeem any such restricted Securities, failing which KGI Asia may at its absolute discretion and is authorized but without any obligation or liability on its part to sell or redeem any such restricted Securities on behalf of the Client, under this Agreement; (iiil) this Agreement the Client when purchasing or dealing in any Securities will ensure that the Client is legalnot subject to, valid and binding is not acting on behalf of any person who is subject to, any prohibition against the Custodianpurchase or dealing in any such Securities; (ivm) the Custodian Client is conducting not a citizen or resident of the U.S., nor is the Client a non-U.S. citizen with a substantial presence in the U.S. under Section 61 of the U.S. Internal Revenue Code, or if the Client is a corporate entity, its business underlying shareholders are not citizens or residents of the U.S., nor are any of them non-U.S. citizens with a substantial presence in substantial compliance with all the U.S. under Section 61 of the U.S. Internal Revenue Code and the Client will give specific written notice to KGI Asia if this is not the case or upon any subsequent change to such status. The Client further undertakes to inform KGI Asia forthwith if there is any change in circumstances which, under applicable laws U.S. tax regulations, modifies the Client’s status as a “non-U.S. person” and requirementscauses the Client to acquire the status of a “U.S. Person for Tax Purposes”, both state or vice versa; (n) the Client acknowledges it has to understand the nature and federal, risks of the products in which it is trading and has obtained all regulatory licenses, approvals sufficient net worth to be able to assume the relevant risks and consents necessary to carry on its business as now conducted; there is no provision bear the potential losses of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementtrading in such products; and (vo) the Custodian will submit Client’s funds for investing in Securities in the Taiwan market are not sourced from the Mainland China or Taiwan. 20.2 Unless KGI Asia is specifically notified by the Client to the contrary at the time immediately before the Client places an Instruction, the Client represents and warrants to KGI Asia that the Client is not, or where the Client is a company or body corporate, neither the Client nor any relevant person related to it is not, a connected person (as defined in the Rules Governing the Listing of Securities on an annual basis a copy SEHK, the Rules Governing the Listing of its Report Securities on Policies and Procedures Placed in Operation and Tests the Growth Enterprise Market of Operating Effectiveness" prepared in compliance with SEHK or the requirements listing rules of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsany relevant exchange, as it the case may be) of the issuer of the Securities or the Securities underlying the Options Contract which are the subject of such Instruction. 20.3 The above representation, warranties and undertakings shall be amended from time deemed to timebe repeated immediately before each Instruction is given or executed. 20.4 If, in relation to any particular Transaction in the Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on the identity, address and contact and other details of such person or entity to KGI Asia before giving the Instruction to KGI Asia. The Custodian Client also undertakes and agrees to inform provide such information directly to the relevant exchanges, government agencies or regulators within two business days of KGI Asia’s request and such undertaking and agreement shall survive the termination of this Client Agreement. 20.5 Where the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct is acting as an investment manager of any date after collective investment scheme, discretionary account or discretionary trust, if there is any Transaction in which the date hereof.investment discretion of the Client is overridden by other person(s), the Client agrees that with regard to such Transaction it will advise KGI Asia of such fact and provide information on the identity, contact and other details of such other person(s)

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants You represent and undertakes warrant to the Custodian and undertake that: (ia) it is You are a corporation, partnership or other entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization;in which you are organized, and are qualified to act as a broker-dealer in the states or other jurisdictions in which you transact business. (iib) during The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for your lawful execution and delivery of this Agreement and your performance hereunder have been obtained. (c) Upon execution and delivery by you, and assuming due and valid execution by us, this Agreement will constitute a valid and binding agreement, enforceable against you in accordance with its terms. (d) You are familiar with Rule 15c2-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), Section 4(3) of the Securities Act of 1933 (the “Securities Act”) and Section 24(d) of the Investment Company Act relating to the distribution and delivery of preliminary and final prospectuses and agree that you will comply therewith and that you will deliver a prospectus and any supplements to all customers for whom you accept an order for purchase of Shares. You agree to promptly deliver to any purchaser whose Shares you are holding as record holder any prospectus supplements, copies of the annual and interim reports and proxy solicitation or other materials relating to the Shares. In connection with a repurchase offer for Shares of a Fund, you agree to deliver promptly or cause to be delivered promptly to each person to whom any such offer is made, a copy of the Repurchase Offer Notice. You agree to make reasonable efforts to endeavor to obtain proxies from such purchasers whose Shares you are holding as record holder. Additional copies of the Prospectuses, SAIs, annual or interim reports, proxy solicitation materials and Repurchase Offer Notice of the Trust will be supplied to you as you reasonably request. You further agree to promptly transmit repurchase requests from your customers to the Fund or its transfer agent or other designee. Upon your receipt from a customer of an order for the purchase of Shares of any Fund, you shall send to the customer a written confirmation of the transaction that satisfies the requirements of Rule 10b-10 under the Exchange Act. In addition, upon our receipt of payment for Shares of any Fund ordered from us through or by you, we shall send to the customer a written confirmation of such transaction; provided, however, that we shall not send such confirmation to the customer in such cases where you are the record owner of such Shares or where we have agreed with you that we shall not send such confirmation to the customer. (e) You will obtain from each customer to whom you sell Shares of any Fund any taxpayer identification number certification required under Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. (f) You are a member in good standing of the FINRA or, if you are not such a member, you are a foreign bank or a dealer or institution not eligible for membership in FINRA which agrees to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply, as though you were a member of FINRA, with the provisions of Sections 2730, IM-2730, 2740, IM-2740, 2750 and IM-2750 of the Conduct Rules of FINRA and with Section 2420 thereof as that Section applies to a non-FINRA member broker or dealer in a foreign country. (g) You agree that you will maintain the registrations, qualifications and memberships referred to in paragraphs (a) and (f) in good standing and in full force and effect throughout the term of this Agreement it Agreement. (and any person on whose behalf it may act as agent or otherwise in a representative capacityh) has and will continue You undertake to have, or will take all action necessary comply with respect to obtain, full capacity and authority your offering of Shares of the Funds to enter into the public pursuant to this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws provisions of the Securities Act, the Exchange Act and requirements, both state the Investment Company Act and federalthe rules and regulations thereunder and with the applicable rules of FINRA, and has obtained all regulatory licenses, approvals you will indemnify and consents necessary hold us harmless against any liabilities (including costs of investigation and defense) to carry on its business as now conducted; there is no provision which we become subject in respect of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance your breach of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof7. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized You covenant and validly existing agree that you will only offer or sell Shares of the Funds to “U.S. persons” and that all offering or other solicitation activities in which you engage shall be conducted by you or any of your agents solely within the “United States”, in each case as defined in Rule 902 under the laws Securities Act. In addition, you covenant and agree that you shall have received and shall maintain duly executed and completed Internal Revenue Service Form W-9’s for each one of the jurisdiction of its organization; (ii) during the term of this Agreement it has your customers and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of shall update such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business Form W-9’s as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofrequired by law.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 6.1 The Client hereby Holding Company, Shareholder Company, Seller, and the Warrantor jointly and severally, represents, warrants and undertakes to the Custodian Purchaser (to the intent that the provisions of this clause shall continue to have full force and effect notwithstanding completion) that: (i) it is duly organized and validly existing under the laws 6.1.1 each of the jurisdiction of its organization; (ii) during Warranties is true and accurate in all respects and not misleading at the term date of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to havebe true and accurate in all respects and not misleading up to and including the Completion Date; 6.1.2 the Holding Company, or Shareholder Company and the Seller have and will take all action necessary to obtain, have full capacity power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein, and has taken and Deed of Indemnity which constitute or when executed will continue to take all action (including, without limitation, constitute binding obligations on them in accordance with their respective terms; 6.1.3 the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations Sale Shares will constitute 100 percent of the Cliententire issued and allotted capital of the Holding Company on a fully diluted basis, 6.1.4 the Holding Company owns 51 percent of the entire issued and allotted capital of the Company on a fully diluted basis; 6.1.5 there have been no options, warrants, pledges, bonds or any instrument or agreement of the like whatsoever granted to any third party by any of the Seller in favor of any third party in respect of any shares in the Company or the Holding Company; 6.1.6 there is and at completion will be no pledge, lien or other encumbrance on, over or affecting the Sale Shares and there is and at completion will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; 6.1.7 the Seller will be entitled to transfer the full legal and beneficial ownership of the Sale Shares to the Purchaser on the terms of this Agreement without the consent of any third party; 6.1.8 the Seller is an "accredited investor" as defined pursuant to Regulation D of the Securities Act of 1933, as amended. The Seller acknowledges that the Escrow Shares have not been registered and are "restricted securities"; 6.1.9 the Company listed in Part I of Schedule 2 are all the present subsidiaries of the Holding Company and the Shareholder Company; 6.1.10 the information in Schedule 2 relating to the Holding Company and the Company is true and accurate in all respects; 6.1.11 the Holding Company is the 51% beneficial owner the shares in the Company free from any encumbrance, and the validity Seller is the 100% beneficial owner the shares in the Holding Company free from any encumbrance; 6.1.12 the contents of the Disclosure Letter and enforceability of such obligations all accompanying documents are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they relate; 6.1.13 each of the Holding Company and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise Subsidiary are duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized incorporated and validly existing under the laws of the in its relevant jurisdiction of its organizationincorporation; (ii) during 6.1.14 the term of this Agreement it has Seller, the Company, the Shareholder Company and the Warrantor will continue transfer from Shareholder Company to havethe Company all assets, or will take all action necessary to obtaincontracts, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinbusiness operations, human resources, government licenses, trademarks, logos, and has taken intellectual properties subtracting all liabilities and will continue to take all action (including, without limitation, the obtaining obligations for a consideration of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofRMB 1.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby 21.1 Each Party represents, warrants and undertakes to that, as at the Custodian that: (i) it is duly organized Effective Date, and validly existing under the laws of the jurisdiction of its organization; (ii) during for the term of this Agreement Agreement: 21.1.1 it (is and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will shall continue to havebe a duly established legal entity in its country of incorporation and all necessary approvals, or will take permits, authorisations and licences from the authorities required by it under the laws and regulations of its country of incorporation to enter into and perform this Agreement have been obtained and all action actions have been taken by it to comply with all legal and other requirements necessary to obtainensure that by entering into this Agreement and performing its obligations under this Agreement, full capacity it will not infringe any laws or regulations applicable to it or the terms of any such approval, permit, authorisation or licence; 21.1.2 all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order to: i) enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement; and ii) ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done; 21.1.3 it has the necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein, exercise its rights and has taken observe and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery perform its obligations hereunder and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client Agreement by it has provided to the Custodian certified true copies of evidence of the due authorization for the been duly authorised so that upon execution, delivery this Agreement will constitute valid and performance binding obligations of this Agreement; (vi) except as provided it in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiseits terms; and (viii) the Client is conducting 21.1.4 its business in substantial entry into, exercise of its rights and/or performance of or compliance with all applicable laws its obligations under this Agreement do not and requirementswill not contravene or constitute a default under its constitutional documents or under any other agreement, both state and federalcontract, and has obtained all regulatory licensesinstrument, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement law or other contract binding on it form of commitment or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofobligation. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client hereby represents, Guarantor represents and warrants and undertakes to the Custodian Lender that: (ia) it is duly organized he has the power to enter into, exercise its rights and validly existing perform and comply with his obligations under the laws of the jurisdiction of its organizationthis Guarantee; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (ivb) this Agreement is Guarantee constitutes legal, valid and binding on obligation enforceable against him in accordance with its terms, and the Clientexecution and delivery of, and the performance by him of his obligations under, this Guarantee will not result in (i) an infringement of, or a default under, any instrument, contract, document or agreement, licences, permits, approvals, authorisations to which he is a party, by which he or his assets are bound, or which have been granted to him; or (ii) a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any governmental body to which it is a part of by which he or his assets are bound; (vc) on all authorisations required by him in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated by this Guarantee have been obtained or prior effected (as appropriate) and are in full force and effect; and (d) as at the date hereof, he is the legal and beneficial owner of 165 ordinary shares in GFL, representing fifty-five per cent (55%) of the total issued and paid-up share capital of GFL (“GFL Shares”). 4.2 Until all the Guaranteed Liabilities have been irrevocably paid or discharged in full, the Guarantor undertakes to the execution of this AgreementLender that: (a) he shall not, the Client has provided to the Custodian certified true copies of evidence in respect of the due authorization for the executionGFL Shares, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreementdirectly or indirectly, all Property deposited with the Custodian shallsell, at all timescontract to sell, be free from all chargesoffer, mortgagesrealise, pledges transfer, assign, pledge, grant any option or other such encumbrances(except as otherwise provided by law); (vii) the Client shallright to purchase, at all timesgrant any security over, be entitled encumber or otherwise duly authorized to deal with, and dispose of (“Disposal”) or enter into a transaction or agreement that will directly or indirectly constitute or will be deemed as a Disposal of, all or any part of the PropertyGFL Shares; (b) he shall procure that GFL does not directly or indirectly, whether through sell, contract to sell, offer, realise, transfer, assign, pledge, grant any option or right to purchase, grant any security over, encumber or otherwise dispose of (“GFL Shares Disposal”) or enter into a relevant Clearance System transaction or otherwiseagreement that will directly or indirectly constitute or will be deemed as a GFL Shares Disposal of, any part of the shares in the Borrower held by GFL resulting in GFL holding less than fifty-one per cent (51%) of the total issued and paid up share capital of the Borrower; and (viiic) the Client is conducting its business he has no intention to apply for permanent residency or citizenship in substantial compliance with all applicable laws any country and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes that he shall give notice to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue Lender in writing immediately prior to have, applying for any permanent residency or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofcitizenship.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (Aa) The Client hereby Each Pledgor represents, warrants and undertakes to the Custodian covenants that: (i) it is duly organized the legal, record and validly existing under beneficial owner of, and has good and marketable title to, all Collateral consisting of one or more Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the laws of the jurisdiction of its organizationliens and security interests created by this Agreement and Permitted Liens; (ii) during it has full power, authority and legal right to pledge all the term of Collateral pledged by it pursuant to this Agreement it without the consent of any other Person; (and any person on whose behalf it may act as agent or otherwise in a representative capacityiii) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to carry out the transactions contemplated hereinextent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and has taken and will continue by equitable principles (regardless of whether enforcement is sought in equity or law); (iv) except to take all action the extent already made or obtained, no consent of any other party (including, without limitation, the obtaining any stockholder, member, limited or general partner or creditor of all necessary 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 consents authority is required to be obtained by such Pledgor in any applicable jurisdictionconnection with (a) to authorize the execution, delivery and or performance of obligations this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received Pledgee’s security interest in the Custody Account and Collateral (other than with respect to the Custody Cash Account and there is no claim Equity Interests of an Excluded Foreign Entity) or encumbrances that adversely effects (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any delivery of its rights or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Clientremedies provided herein; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for neither the execution, delivery and or performance of this Agreement or any other Secured Debt Agreement to which it is a party violates (a) any material provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or domestic or foreign governmental authority, (b) the certificate of incorporation, certificate of formation, certificate of partnership, partnership agreement, limited liability company agreement (or equivalent organizational documents) or by-laws, as the case may be, of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or (c) any indenture, mortgage, lease, deed of trust, credit agreement, loan agreement, agreement or other instrument 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 creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the Collateral consisting of Securities, Pledged Limited Liability Company Interests and Pledged Partnership Interests have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (vii) to Pledgor’s knowledge, each of the Pledged Notes constitute, or, when executed by the obligor thereof, will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except as provided to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges equity or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws pledge, assignment and requirements, both state delivery to the Pledgee of the Collateral consisting of Certificated Securities (other than the Certificated Securities (x) of the Excluded Foreign Entities and federal, and has obtained all regulatory licenses, approvals and consents necessary (y) required to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees be pledged pursuant to inform the Custodian promptly if any statement procedures set forth in Section 3.2(a)(iii)) and Pledged Notes pursuant to this Section 4(A) ceases Agreement, creates a valid and perfected first security interest in such Collateral and the proceeds thereof, subject to be true and correct as no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of any date after such Pledgor which would include the date hereof.Securities; (B) The Custodian hereby represents, warrants and undertakes to the Client that: (iix) it is duly organized not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any partnership agreement or limited liability company agreement to which such Pledgor is a party, and validly existing under the laws such Pledgor is not in violation of any other material provisions of any partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; no Partnership Interest or Limited Liability Company Interest is subject to any defense, offset or counterclaim, nor have any of the jurisdiction of its organizationforegoing been asserted or alleged against such Pledgor by any Person with respect thereto; (iix) during the term it shall not withdraw as a partner of this Agreement it has and will continue to haveany Pledged Partnership or member of any Pledged LLC, or will file or pursue or take all any action necessary which may, directly or indirectly, cause a dissolution or liquidation of or with respect to obtainany Pledged Entity or seek a partition of any property of any Pledged Entity, full capacity and authority to enter into this Agreement and to carry out except as permitted by the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Credit Agreement; (iiixi) this Agreement the Pledged Partnership Interests or Pledged Limited Liability Company Interests of such Pledgor, as the case may be, constitute, and will at all times hereafter continue to constitute, in the aggregate, all of the partnership interests or membership interests, as the case may be, of each Pledged Entity of such Pledgor and no Pledged Entity shall create any options or rights or other agreements to sell or otherwise transfer, or sell or otherwise transfer, any Partnership Interests or Limited Liability Company Interests; (xii) each partnership agreement and limited liability company agreement is the legal, valid and binding on obligation of the Custodian; (iv) the Custodian is conducting parties thereto, enforceable in accordance with its business in substantial compliance terms and, together with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement, contains the entire agreement between the parties thereto relating to the subject matter thereof; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority use its best effort to deposit the Property received obtain all necessary government consents in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; andapplicable jurisdiction; (iv) it will not assert any interest in Property held by the Custodian in any Clearance System in any way which could prevent a transfer of title to a unit of such Property by the Custodian (or by any other person) where such transfer is required by the Clearance System; (v) this Agreement is legal, valid and binding on the Client; (vvi) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vivii) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided encumbrances, other than arising in connection with settlement or created by law);Custodian or permitted by Custodian without Client's consent; and (viiviii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;; and (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 17.1 The Client hereby represents, warrants and undertakes to the Custodian thatGTJAS as follows: (ia) it the Client is duly organized and validly existing under entering into this Agreement with GTJAS as a principal, the laws Account is opened in the name of the jurisdiction of its organizationClient only and no other person shall have any rights in the Account. The Client is solely responsible to GTJAS for all Instructions and Transactions; (iib) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) Client has obtained and will continue to havemaintain in full force and effect any necessary consents, or will take all action necessary to obtainlicences, full capacity powers and authority authorities to enter into this Agreement and to carry out perform the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iiic) it has authority to deposit the Property received Client will enter into securities transactions solely in reliance on its own judgment and analysis, and not on advice or recommendations by any director, employee or agent of GTJAS or any member of the GTJA Group; (d) the Account Opening Form is true and complete at the date hereof and the Client will notify GTJAS forthwith any material changes in the Custody information provided in the Account Opening Form or any other information relating to the Client. Until the Client gives such notification to GTJAS, GTJAS shall be entitled to rely on the information contained in the Account Opening Form. GTJAS is hereby authorized to conduct a credit enquiry or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Custody Cash Client as set out in the Account Opening Form or otherwise; (e) this Agreement constitutes a valid and there is no claim or encumbrances that adversely effects any delivery or payment of Property made legally binding agreement on the Client enforceable in accordance with this Agreement; andthe terms and conditions; (ivf) this Agreement and the Client’s performance and compliance with the obligations contained herein do not and will not: (i) contravene any existing applicable law, statute, ordinance, rule or regulation or any judgment, decree or permit to which the Client is subject or any provisions of the memorandum and articles of association or bye-laws of the Client (if applicable);or (ii) conflict with or result in any breach of the terms of or constitute any default under any agreement or other instrument to which the Client is a party or is subject or by which any of the Client’s property is bound; (g) the Client, except as previously disclosed in writing to GTJAS, is not an officer or employee of any exchange, board of trade, clearing house, bank or trust company, or an affiliate of any introducing broker, or an officer, partner, director or employee of any securities broker or licensed corporation; (h) the Client’s rights against each of its underlying clients (including any security interest created in favour of the Client by its underlying client) are and will remain legal, valid valid, binding and binding on enforceable and free from any charge, equity or encumbrance (save as created by this Agreement) and the Client will not charge, encumber or allow to subsist any charge or encumbrance over its rights against each of its underlying clients (save as created by this Agreement); (i) the underlying clients have represented, warranted and undertaken to the Client that the Securities and other assets in the Account, including new listing shares, is and will remain free from any lien, charge, equity or encumbrance (save as created in favour of the Client) and the underlying clients will not charge, pledge or allow to subsist any charge or pledge over the securities or monies held in the Account, (save as created in favour of the Client) or grant or purport to grant an option over any securities or monies in the Account without the prior written consent of GTJAS; (j) the Securities and other assets in the Account, including new listing shares, are and will remain free from any lien, charge, equity or encumbrance (save as created in favour of the Client by its underlying client and by this Agreement) and the Client will not charge, pledge or allow to subsist any charge or pledge over the securities or monies held by GTJAS or in the Account, (save as created by this Agreement) or grant or purport to grant an option over any securities or monies in the Account without the prior written consent of GTJAS; (k) the Securities and other assets in the Account, including new listing shares, held for each underlying client are subject to a security created by such underlying client in favour of the Client, which is immediately enforceable upon default by such underlying client and are at all times sufficient to cover all liabilities owed by such underlying client to the Client; (vl) on in the event of a breach of any payment or prior delivery obligation by the Client, GTJAS is entitled to assume that such breach has been caused by a breach of the payment or delivery obligation by any one or more underlying client to the execution of this AgreementClient. In such case, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes that it has immediately taken (and, without further investigation by GTJAS, is deemed to have taken) enforcement action against the underlying client(s) such that the Client is beneficially entitled to a portion of securities or money (as the case may be) held in the Account which is equal to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organizationoutstanding liability; (iim) during the term Client has been authorized by each of this Agreement it has its underlying client to give the representations, warranties and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out undertakings that are given by the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations Client on behalf of the Custodian and the validity and enforceability of such obligations and the rights of the Client, underlying client under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (ivn) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, Client understands and has obtained all regulatory licenses, approvals explained to its underlying clients the nature and consents necessary risks of the products in which he is trading and has sufficient net worth to carry on its business as now conducted; there is no provision be able to assume the risks and bear the potential loss of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementtrading in such products; and (vo) the Custodian will submit Client holds an irrevocable power of attorney and/or authorization from its underlying clients authorising the Client to effect Transactions on their behalf, without prior notice to the underlying clients. The Client on an annual basis a copy is acting as agent of its Report underlying clients and in reliance on Policies the power of attorney and/or authorization given to it by its underlying clients in relation to each transaction in the Account. 17.2 The above representations, warranties and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may undertakings shall be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases deemed to be true and correct as of any date after the date hereofrepeated immediately before each Instruction is given to or executed by GTJAS.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 5.1 Representations and warranties The Client Company and the Guarantor hereby represents, warrants represent and undertakes to the Custodian thatwarrant: (i1) it The Company is a company duly organized established and validly existing under in accordance with Chinese laws, and have the laws of right to own its assets and to carry on the jurisdiction of its organizationbusiness it is currently carrying on; (ii2) during Photocopies of the term due diligence documents provided by the Company to the Present Investors or the intermediaries hired by them are true, accurate and complete, free from any material omissions or misleading or false statements, information or materials; (3) Each of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) them has and will continue to have, or will take all action necessary to obtain, full capacity and the authority to enter into this Agreement into, perform and to carry out the transactions contemplated hereindeliver, and has taken all necessary actions to authorize it to execute, perform and will continue to take all action (including, without limitationdeliver, the obtaining of all necessary governmental consents in any applicable jurisdictionAgreement and the transactions contemplated by the Agreement and these documents; (4) to authorize Before the execution, delivery and performance of obligations execution of the ClientAgreement, the Company and the validity Guarantor have no material economic disputes and enforceability lawsuits; other than the lawsuits and arbitrations that have been disclosed to the Present Investor, there is no lawsuit, arbitration or administrative procedure pending before any court, arbitration institution or administrative agency, that is reasonably expected to have a Material Adverse Effect on the Company or the Guarantor if there is an unfavorable decision; (5) The representations and warranties made by them in this Article 5 are true, complete and accurate as of such obligations the date of execution of the Agreement and the rights of Delivery Dates. 5.2 Undertakings During the Custodianperiod when the Present Investor holds the Company’s convertible notes/equity, under this the Company and the Guarantor undertake to the Present Investor: (1) To use investment funds for the purpose as specified in the Agreement; (iii2) it has authority to deposit the Property received Any matter concerning changes in the Custody Account Company’s items registered with the competent administration for industry and commerce, such as domicile, mailing address, business scope, legal representative, etc., shall be notified to the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment Present Investor in writing within 7 days after the change of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Clientrelevant items; (v3) on When the Company goes out of business, dissolves, suspends business for rectification, or prior to its business license is revoked, it shall notify the execution of this Agreement, Present Investor in writing within 5 days after the Client has provided to the Custodian certified true copies of evidence occurrence of the due authorization for the execution, delivery and performance of this Agreementevent; (vi4) except as provided When any of their shareholders, directors and current officers is involved in Clause 16 major criminal cases or involve major economic administrative penalties, it shall be notified to the Present Investor in writing within 5 days after the occurrence of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)event; (vii5) If the Client shallCompany undergoes shareholding system reform, at all timesassociation, be entitled or otherwise duly authorized to deal withcombination, merger, joint venture, splitting, capital increase, capital reduction, equity change, substantial asset transfer, and dispose of, all or any part other actions that may affect the realization of the Propertyrights and interests of the Present Investor, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to shall be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes notifies to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organizationPresent Investor at least 30 days in advance; (ii6) during In the term case of this Agreement it any other event that poses a danger to their normal operation or has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and a Material Adverse Effect on their performance of repayment obligations under the Agreement, including but not limited to major economic disputes, bankruptcy, deterioration of financial conditions, etc., it shall be notified to the Present Investor in writing within 5 days after the occurrence of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofevent.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 1. The Pledgors individually and jointly represent, warrant and undertake to WFOE that (A1) It has the authority to enter into this Agreement and to perform its obligations under this Agreement; it has granted its authorized representative the authority to sign this Agreement and the terms of this Agreement are legally binding on it from the effective date of this Agreement. (2) The Client hereby representsPledged Shares are legally pledged and transferable, warrants and undertakes the Pledgors are the legal holders of the Pledged Shares and are also registered shareholders of the target company and have the right to pledge the Custodian that:Pledged Shares to WFOE; there will be no legal or de facto impediment to WFOE exercising its pledge rights in the future. (i3) it The target company is a limited liability company duly organized established and validly existing under the laws of the jurisdiction PRC. The registered capital of its organization;the Target Company is RMB19.5 million and RMB10.0 million of the registered capital of the Target Company has been paid, leaving RMB9.5 million outstanding. (ii4) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the Its execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery filing and performance of this Agreement;; (i) will not conflict with, or violate the provisions of, (A) the respective business licenses, bylaws, permits, approvals from governmental authorities approving its formation, agreements relating to its formation or any other programmatic documents of the Pledgors, (B) any other laws and regulations to which it is bound, (C) any contract or other documents to which the Pledgor is jointly or severally party or by which it is bound or to which its assets are bound, (ii) other than the pledge of shares of the target company as agreed to herein, will not result in the creation of any encumbrance or other encumbrance of rights over the assets of the Pledgors or entitle any third party to place any encumbrance or encumbrance of rights over its assets, (iii) will not result in a Pledgor, jointly or severally, is a party to, or is bound by or whose assets are bound by, the termination or modification of the terms of any contract or other document to which it is a party or which gives rise to the right of any other third party to terminate or modify the terms of such document; and (iv) will not result in the suspension, revocation, impairment, forfeiture or failure to renew upon expiration of any approval, license, registration, etc., of any governmental authority applicable to it. (vi5) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except Except as otherwise provided in the Contractual Arrangements, the Pledged Shares shall not be encumbered by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement pledge or other contract binding on it form of security, priority, legal encumbrance, property preservation measures, seizure, escrow, leasehold, option or affecting its property which would prohibit its execution or performance other form of this Agreement. The Client agrees to inform right (collectively, the Custodian promptly if any statement set forth in this Section 4(A“Encumbrances”) ceases to be true and correct as of any date after the date hereofhereof and the Pledge hereunder shall constitute a first-order security interest in the Pledged Shares. (B6) The Custodian hereby representsExcept with the prior written consent of WFOE, warrants and undertakes to the Client that: (i) it is duly organized the Pledged Shares may not be transferred or in any other way disposed of by the Pledgors; and validly existing under the laws all proposed transfers of the jurisdiction of its organization; (ii) during Pledged Shares by the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out Pledgors are void. The price received by the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, Pledgors from the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations transfer of the Custodian and Pledged Shares shall be used in the validity and enforceability of such obligations and first instance for the rights early settlement of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit Secured Obligations to the Client on an annual basis Pledgee or for the withdrawal of the Pledgee from a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance third person agreed with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofPledgee.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The 3.1. On behalf of each Underlying Customer and on its own behalf, the Client hereby represents, represents and warrants and undertakes to the Custodian thatBCS that for each Transaction: (ia) it is duly organized the Client and validly existing under its Underlying Customer each have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable the laws of the jurisdiction of its organizationClient to lawfully enter into this Schedule; (iib) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) Underlying Customer has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in clearing house and/or depository membership or arrangements to allow BCS to settle directly with an Underlying Customer any applicable jurisdiction) to authorize the execution, delivery Transaction effected by BCS and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (vc) on or prior to the execution of this Agreement, the Client has provided and its Underlying Customer (individually and collectively) are permitted under its constitution and any Applicable Regulations and are financially able to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreementsustain any loss which may result from Transactions; (vid) except as provided in Clause 16 of this Agreementthe relevant Underlying Customer owns, with full title guarantee and free from any mortgage, charge, lien or other third party interest or encumbrance whatsoever, all Property investments, cash, collateral and other property deposited with the Custodian shallwith, at all times, be free from all charges, mortgages, pledges transferred to BCS or other such encumbrances(except as otherwise provided by law); (vii) charged in BCS’s favour and that neither the Client shall, at all times, be entitled nor the Underlying Customer will further pledge or otherwise duly authorized to deal with, and dispose of, all charge such property or grant any part of the Property, whether through a relevant Clearance System or otherwiselien over such property except with BCS’s prior written consent; and (viiie) any information which the Client provides or has provided to BCS in respect of the Client or its Underlying Customer is accurate and not misleading in any material respect. 3.2. The Client, as agent for each Underlying Customer and on its own behalf, covenants to BCS that the Client will: (a) have authority from the Underlying Customer for any representation that it has made on behalf of the Underlying Customer; (b) ensure at all times that the Client and its Underlying Customer obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authority, powers, consents, licenses and authorisations referred to above; (c) act for an Underlying Customer where the Client is conducting duly authorised to do so and within the scope of its business actual authority; (d) immediately notify BCS if the Client ceases to act for any Underlying Customer or if the basis upon which the Client acts on behalf of an Underlying Customer alters to an extent which would affect any Transaction made hereunder; and (e) immediately notify BCS in substantial compliance writing if at any time any of the warranties, representations or undertakings in this Schedule are or become or are found to be incorrect or misleading in any respect. 3.3. The Client will be required to provide BCS with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents information necessary to carry settle Transactions entered into by BCS under a Client's order, including, for the avoidance of doubt, settlement instructions. The Client authorises BCS to disclose information about a Underlying Customer to a third party to the extent necessary to settle the Transaction for that Underlying Customer or otherwise in accordance with the Applicable Regulations and Market Rules. The Client acknowledges that BCS may require further information and documentation in order to complete settlement. 3.4. The Client undertakes to advise BCS in relation to any Transaction, on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, service fee payable by the Underlying Customer in consideration for the Client’s service in that Transaction which fee may be received by BCS directly from the Underlying Customer for further credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementto the Client’s account with BCS. 3.5. The Client agrees to inform forward to an Underlying Customer any documentation in relation to such customer that BCS is required to provide under the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true Applicable Regulations and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes which BCS makes available to the Client that:for that purpose. (i) it is duly organized 3.6. Upon request, BCS may, in respect of each Underlying Customer, establish and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue maintain one or more separate sub-accounts. BCS shall, subject to havethese Terms, administer sub-accounts which BCS reasonably believes relate to different Underlying Customers separately. BCS shall not exercise any power to consolidate accounts or will take all action necessary set off amounts owing between sub- accounts relating to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the different Underlying Customers. The Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsundertakes, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.agent for the

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby Each party represents, warrants and undertakes to each other party (other than a member of the Custodian thatsame Shareholder Group), as of the date of execution of this Agreement, as follows: (i) 3.1 it is duly organized and organised or formed, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation or formation; (ii) during the term of this Agreement 3.2 it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to enter into conduct its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated herein, by this Agreement and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance by it of obligations this Agreement and the consummation by it of the Client, and transactions contemplated by this Agreement have been duly authorised by all necessary corporate or partnership action; 3.3 the validity and enforceability of such obligations and the rights of the Custodian, expressed to be undertaken by it under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is are legal, valid and binding upon it, except as validity, binding effect and the enforceability may be subject to or limited by bankruptcy, insolvency, reorganisation, moratorium and other similar laws relating to or affecting the rights of creditors generally, and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity; 3.4 the execution and delivery of this Agreement by it and compliance by it with the provisions of this Agreement will not violate, result in any breach of, constitute a default under or require a consent or waiver under its certificate of incorporation, articles of incorporation, bylaws, memorandum and articles of association, operating agreement or partnership agreement, as the case may be, or any indenture, lease, agreement or instrument to which it is a party or by which it or any of its property may be bound, or under any decree, judgment, order, statute, legal principle, rule or regulation applicable to it, other than any violation, breach or default that would not have an adverse effect on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence performance by it of the due authorization for the execution, delivery and performance terms of this Agreement; (vi) except as provided in Clause 16 of 3.5 it has obtained, made or given all material authorisations, orders, approvals, consents, registrations, filings and notices required to be obtained, made or given by it from, with or to any Person with respect to entering into this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 13.1 I (We) represent and warrant to and for the Bank’s benefit as follows (which representations and warranties shall be deemed repeated on a continuous basis for so long as I (we) have an account(s) of any type whatever with the Bank): (A) The Client hereby represents, warrants and undertakes to (if the Custodian that: (icustomer is a corporation) it is we are duly organized incorporated and validly existing under the laws of our country of incorporation, and have full power, authority and legal right to own our property and assets and to carry on our ICICI Bank Limited, Shanghai Branch – General Commercial Agreement 9 business and to execute and/or accept this Agreement and any other agreements or documents we may from time to time enter into with the jurisdiction of its organizationBank; (iiB) during I (we) have full power, authority and legal right to open and maintain the term of this Agreement it (account(s) and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into and engage in the transactions contemplated by this Agreement and to carry out the transactions contemplated herein, otherwise and has have taken and will continue to take all action (including, without limitation, the obtaining of or obtained all necessary governmental actions and consents in any applicable jurisdictionto authorise my (our) to authorize the execution, delivery entry into and performance of my (our) obligations of the Client, in respect thereof in accordance with all applicable laws and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementregulations; (iiiC) it has authority to deposit that the Property received in the Custody Account Agreement and the Custody Cash Account and there is no claim provisions of any other agreements, instruments or encumbrances that adversely effects any delivery or payment of Property made in accordance documents I (we) may from time to time enter into with this Agreement; and the Bank constitute my (ivour) this Agreement is legal, valid and binding on the Clientobligations enforceable against me (us) in accordance with their respective terms; (vD) on that no litigation, arbitration or prior administrative proceedings is currently taking place or pending or threatened against me (us) or my (our) business or assets; (E) that all information communicated or supplied by me (us) to the Bank is complete, true and correct; (F) that all of my (our) assets are adequately insured and such insurance is in full force and effect and no event or circumstance has occurred nor has there been any omission to disclose a fact which would entitle any insurer to avoid or otherwise reduce its liability under any policy relating to insurance; (G) that I am (we are) in compliance in all respects with all laws and regulations affecting my (our) assets, business and operations; (H) that no Event of Default is continuing or might reasonably be expected to result from the execution of, or the availing of any facilities under, this Agreement, the Client has provided and no other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on me (us) or to the Custodian certified true copies of evidence of the due authorization for the executionwhich my (our) assets are subject, delivery and performance of this Agreementwhich might have an adverse effect on my (our) assets, business or operations; (viI) no director, managing agent, manager, employee of mine (us) or any of my (our) subsidiary/holding companies, or a guarantor on my (our) behalf is a director of the Bank, and no director of the Bank holds substantial interest in either me (us) or any of my (our) subsidiary/holding companies; (J) except to the extent disclosed none of my (our) directors, is a director of a banking company (as provided defined under the Banking Regulation Act, 1949) or specified near relation (as specified by Reserve Bank of India) of a director of a banking company or a near relative of any senior officer of the Bank; (K) neither me/us nor any other person benefiting in Clause 16 any capacity in connection with or from this Agreement and/or any instruments and/or payments thereunder is a Specially Designated National or otherwise sanctioned under the sanctions promulgated by the United States Office of this AgreementForeign Assets Control's (OFAC), all Property deposited with India, United States, United Nations, European Union, the Custodian shalljurisdiction of the facility office and/or any other country (collectively, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by lawthe "Sanctions"); (viiL) I (we) acknowledge that the Client shallSanctions may become applicable with respect to the transactions hereunder, at all times, be entitled or otherwise duly authorized including any documentary credits and/or guarantees issued and/or disbursements and/or payments made by the Bank pursuant to deal with, this Agreement. Sanctions may pertain inter alia to the purpose and dispose of, all or any part end use of the Propertyfacilities, whether goods manufactured in or originated from/through a relevant Clearance System or otherwisecertain countries, shipment from/to/using certain countries, ports, vessels, liners and/or due to involvement of certain persons and entities (including correspondent banks and the facility office). Consequently, disbursement, issuance, payment and/or processing under the facilities by the Bank may become subjected to the Sanctions and the Bank shall have the unconditional right to refuse to process any transactions that violate/may violate any Sanctions; and (viiiM) I am (we are) not a foreign financial institution as defined in section 1471(d)(4) of the Client is conducting its business United States of America Internal Revenue Code of 1986 (“FATCA FFI”), or a resident for tax purposes in substantial compliance the United States of America (“US”), or some or all of whose payments under the facility letter or any other documents are from sources within the US for US federal income tax purposes (“US Tax Obligor”). 13.2 I (We) hereby agree and undertake with the Bank as follows : (A) to effect all applicable stamping, filing or registration of all documents (including any security documents) which may be required under the laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement relevant jurisdiction and to indemnify the Bank for any delays or other contract binding failure on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees my (our) part to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof.do so; (B) The Custodian hereby representsforthwith and in any event within two days of the occurrence of any material deterioration or any event whether pending or threatened which may cause such material deterioration in my (our) financial or business circumstances to inform the Bank in writing thereof; ICICI Bank Limited, warrants and undertakes Shanghai Branch – General Commercial Agreement 10 (C) forthwith to inform the Bank of any changes to the Client that: (i) it is duly organized above representations and validly existing under warranties or in the laws of the jurisdiction of its organizationevent that such representations or warranties are no longer accurate or correct; (iiD) during if, at any time, the term of this Agreement Bank determines that it has and will continue to have, is or will take become unlawful or contrary to any request from or requirement of any central bank or other fiscal, monetary or other authority for the Bank to make, fund or allow to remain outstanding all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in or any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and advances, then the validity and enforceability of Bank, at any time after making such obligations and the rights of the Clientdetermination, under this Agreement; may deliver to me (iiius) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary a notice to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementthat effect; and (v1) the Custodian will submit amount of the available advances shall be reduced to zero upon the giving of such notice and the Bank shall not be obliged to make any advance thereafter; and (2) if the Bank so requires, I (we) shall on such date as the Bank shall have specified repay each outstanding advance together with accrued interest thereon and all other amounts owing to the Client on an annual basis Bank under the relevant banking facilities documents; (E) the transactions entered into pursuant to this Agreement do not violate any Sanctions and that no persons, entities or otherwise, currently subject to any Sanctions are involved in any transactions hereunder. I (we) shall not avail of the facility or use the proceeds of the facility in any transaction with, or for the purpose of financing the activities of, any person currently subject to any Sanctions; (F) to indemnify and hold harmless the Bank, to the fullest extent permitted by applicable law, for all losses and liabilities (including due to claims by a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued third party), incurred by the American Institute Bank as a result of Certified Public Accountantsany breach of my (our) representations and undertakings contained herein pertaining to the Sanctions and/or due to any action taken by the Bank pursuant to the Sanctions. No action taken by the Bank pursuant to this Agreement, as it may nor any action taken by me (us) in relation thereto shall be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases deemed to be true and correct as a waiver of any date after of the date hereofBank’s rights under any provisions of this Agreement related to the Sanctions, nor shall they act to relieve my (our) obligations or liabilities in relation thereto; and (G) Unless otherwise agreed by the Bank, I (we) shall not become a FATCA FFI or a US Tax Obligor.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, 9.1. Retail Partner represents and warrants to Company that the execution and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term delivery by Retail Partner of this Agreement it (does not, and any person on whose behalf it may act as agent the performance by Retail Partner of his obligations hereunder will not, with or otherwise in a representative capacity) has and will continue to havewithout the giving of notice or the passage of time, or will take all action necessary both: a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency, applicable to obtainRetail Partner; and / or b) conflict with result in the breach of any provisions of or the termination of, full capacity and authority or constitute a default under, any agreement to enter into this Agreement and to carry out which the transactions contemplated hereinRetail Partner is a party or by which Retail Partner is or may be bound, and has taken and will continue to take all action (including, without limitation, any non-competition, non-solicitation agreement or similar agreement. 9.2. Retail Partner further represents and warrants that it fully and completely understands this Agreement and the obtaining of financial requirements and risks associated with the same and that: a) it has the power, financial and legal capacity to execute, deliver and perform its obligations under this Agreement and all necessary governmental consents in any applicable jurisdiction) corporate, shareholder and other actions have been validly obtained to authorize the such execution, delivery and performance of obligations of the Clientperformance, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is constitutes its legal, valid and binding on obligation, enforceable against it in accordance with its terms; and b) it has engaged in negotiations with Company and has either consulted with an attorney of his choice or has had ample opportunity to do so and is fully satisfied with the Clientopportunity it has had. 9.3. Retail Partner hereby represents, agrees and undertakes that: a) it shall at all times ensure compliance with Applicable Laws, the provisions of this Agreement, Company Rules and instructions provided by Company from time to time; b) the information provided in the RAF is complete and accurate and if there is any change in such information it shall inform the Company immediately of such change; c) it shall not provide any Services or collect any amounts from Consumers during the time Company Services, Website and/or Platform are unavailable to Retail Partner at any time and/or for any reason whatsoever; d) it shall not at any point undertake or facilitate, any cash collection or payment through any officer, employee, agent of the Company and that it is fully aware that it shall be solely responsible for any such cash collection or settlement and shall indemnify and hold harmless the Company from any loss arising out or in relation to such cash transaction/collection; e) it shall not obstruct Company or undertake legal preventive measures that limit or obstruct Company from recovering the default amount or amount lost to fraud; f) it shall not in any manner whatsoever, impede or hinder Company in its legal and lawful efforts to recover the amount lost due to his fraud and misconduct or any third party, including but not limited to all expenses, costs and penalties incurred in connection therewith; g) at all times during the term of the Agreement, the Retail Outlets shall comply with the Specifications; h) all Services shall be provided solely through the Platform and/or Website or are recorded therein and no offline transactions are undertaken and/or no such fake/ false receipts are issued by the Retail Partner for any transaction done by the Retail Partner which are not transacted through Platform and/or Website; i) at all times during the Term of the Agreement, it shall ensure that no other services of the same and/or similar nature to Services that Retail Partner is authorized to provide by Company; [that the Retail Outlet is utilized solely for the purpose of rendering the Services in accordance with the Agreement] j) it shall ensure that and shall not cause or permit to be made available in the Retail Outlet: (va) on or prior any material that may not be made available to the execution public under Applicable Law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content and/or (b) carry out any activity that is not permitted under Applicable Laws or is reasonably considered to be immoral or against public interest; k) at all times during the Term of this Agreement, it shall bear all costs and/or incidental expenses including without limitation all fees for application, license fees, charges and Taxes, in relation to the provision of Services and/or operating the Retail Outlet; l) at all times during the Term of this Agreement, the Client has Retail Outlet shall be open for business during normal business hours, or as permitted by Applicable Laws or such other time period as Company may specify from time to time; m) Employees n) it shall be solely responsible for all such personnel employed by him, including payment of wages, making of contributions under Applicable Laws such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.; o) it acknowledges that it shall be solely responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retail Partner; p) it shall make correct and accurate representations of the services offered by Company including Company Services to Consumers; q) it shall not at any point and to any Person make any communication regarding the services offered by Company unless authorized by Company in writing; r) it shall, unless otherwise intimated in writing by the Company, follow the instructions provided by BPs with respect to Company Services; s) it shall immediately inform to Company and the relevant BP of any circumstances that can cause damage to the Custodian certified true copies business, goodwill and reputation of evidence Company; t) it shall work exclusively for the Company during the Term and shall not provide its services to any other Person, unless so permitted by Company in writing; u) during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, either individually or through any Person (including through its employees, Affiliates or relatives or in a firm where the Retail Partner or any relative or nominee of the due authorization for Retail Partner is a partner, or in any company where the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all Retail Partner or any part relative or nominee of the Property, whether through Retail Partner is a relevant Clearance System director or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that:shareholder): (i) it be appointed as a distributor/ strategic business partner /retail partner for any other Person that is duly organized and validly existing under carrying out any business that is same or similar to Competing Business or is in competition to business carried by the laws of Company and/or the jurisdiction of its organization;Related Entities; and/or (ii) during the term of this Agreement it has and will continue to haveengage or be interested (as a stockholder, director, officer, trustee, consultant, or will take all action necessary otherwise), either individually or through any Person, in any other business, which undertakes, anywhere in India or elsewhere, any activity, which is competitive with Company’s and/or Related Entities’ business activity without the prior written consent of Company, which Company may withhold at its sole discretion. v) it shall not encroach upon / solicit business in the territories assigned to obtainother business partners, full capacity distributors or retailers of the Company. In the event of disputes between the Retail Partners and authority to enter into any such other business partner of Company, such disputes shall be resolved by an officer appointed by Company in this Agreement regard, whose decision shall be final and to carry out the transactions contemplated herein, binding; w) it shall maintain accurate and has taken and will continue to take all action (including, without limitation, the obtaining proper accounts of all necessary governmental consents transactions between BP and itself in any applicable jurisdiction) to authorize the execution, delivery form prescribed and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued updated by the American Institute of Certified Public Accountants, as it may be amended Company from time to time. The Custodian agrees to inform ; x) it shall observe proper ethics and transparency in all its actions in the Client promptly if course of provision of the Services and shall not, in any circumstances, take any action or make any statement set forth that may mislead any Person; y) it shall not provide any discounts on the prices fixed for various products/services by Company except with Company’s prior written consent; z) it shall promote the sale of Company’s products/services in this Section 4(Baccordance with the publicity and marketing guidelines issued by Company from time to time; aa) ceases it shall make all efforts to settle any disputes that may arise between itself and Consumers amicably and in the event any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute; bb) it shall be true solely responsible for and correct as hereby undertakes to strictly comply with all Applicable Laws in connection with the provision of any date after Services and shall obtain and maintain in full force and effect all Approvals, registrations required under Applicable Laws for the date hereofoperation of the business and provision of the Services, including the exhibition of sign boards and/or neon/advertising signs, etc., at its expense;

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 5.1 The Client Existing Shareholder hereby represents, represents and warrants and undertakes to the Custodian that: (ia) it The Existing Shareholder is a limited liability company duly organized registered and validly lawfully existing under the PRC laws of the jurisdiction of its organization;with independent legal status; and has full and independent legal status and capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party. (iib) during The Company is a limited liability company duly registered and lawfully existing under the term of PRC laws with independent legal personality; and has full and independent legal status and capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party. (c) it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to enter into execute, deliver and perform this Agreement and all other documents to carry out be executed by it in connection with the transactions contemplated herein, hereunder as well as full power and has taken authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by the Existing Shareholder and will continue to take all action constitute its legal and binding obligations enforceable against them in accordance with its terms. (including, without limitationd) The Existing Shareholder is the legal owner of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the Exclusive Call Option Agreement by and among the Existing Shareholder, the obtaining of all necessary governmental consents in Company and WFOE, the Proxy Rights are free from any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in third party rights. In accordance with this Agreement; and, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of association of the Company. (ive) Without the consent of WFOE, the Existing Shareholder shall not take any measures to propose, take initiative or request to amend, modify, terminate or otherwise alter the articles of association of the Company. 5.2 The Existing Shareholder hereby undertakes to WFOE on an irrevocable basis that, once it knows or should have known any possible transfer of the equity interest held by it in the Company to any third parties other than WFOE or any individual or entity designated by WFOE as a result of applicable laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify WFOE immediately and without delay. 5.3 WFOE and the Company hereby severally but not jointly represent and warrant that: (a) They are each a limited liability company duly registered and lawfully existing under the PRC laws with independent legal personality, have full and independent legal status and capacity to execute, deliver and perform this Agreement is legal, valid and binding on the Clientmay xxx or be sued as an independent party; (vb) on or prior They each have full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by them in connection with the execution transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. 5.4 The Company further represents and warrants that: (a) The Existing Shareholder is the legal owners of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the Exclusive Call Option Agreement by and among the Existing Shareholder, the Company and WFOE, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Client has provided to Proxy may fully and completely exercise the Custodian certified true copies Proxy Rights under the then effective articles of evidence association of the due authorization for Company. 5.5 The Company hereby irrevocably undertakes to WFOE that, once it knows or should have known any possible transfer of the execution, delivery and performance of this Agreement; (vi) except as provided equity interest held by any Existing Shareholder in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or Company to any third parties other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all than WFOE or any part individual or entity designated by WFOE as a result of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws or any judgment or award rendered by a court or arbitral body or any other reasons, it shall notify WFOE immediately and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of without any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofdelay. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 10.1 The Client Customer hereby represents, warrants and undertakes to the Custodian Bank that: (ia) it is duly organized and validly existing under the laws of Customer has the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full legal capacity and authority to enter into and perform this Agreement Addendum; (b) the Customer has full power and authority to carry out perform the transactions contemplated hereinobligations and grant the authorizations under the provisions in this Addendum and if the Customer is a company Customer, the Customer has taken all necessary action or corporate action to authorize the performance of such obligations and the grant of such authorizations; (c) the Customer has obtained and is in compliance with all necessary and appropriate consents, approvals and authorizations for the purposes of its entry into and performance of this Addendum; (d) information supplied by the Customer is correct, accurate, complete and up to date. The Customer will notify the Bank promptly in the event of any material change of information provided; (e) the Customer has sufficient knowledge and experience to understand the nature and risks of Overseas Securities; (f) no one, other than the Customer, has an interest in his Overseas Securities Account and Overseas Settlement Account; (g) the Customer's entry into and performance of this Addendum will not violate any Applicable Laws and Regulations; (h) there is no claim or encumbrance over the assets held in the Overseas Securities Account and the Overseas Settlement Account other than those given in favour of the Bank; and (i) the Customer is not domiciled or resident and is not located in a country where there is any restriction or limitation on the Customer's purchase, sale, disposal or otherwise transfer and holding of any Overseas Securities. If the Customer becomes subject to any restrictions or limitations (whether by reason of a change of domicile, residence or otherwise), the Customer shall inform the Bank immediately. 10.2 The Customer further represents and warrants the following: (a) the Customer does not reside in and is not domiciled in and was not formed or organized in, and is not a citizen of: Afghanistan, Angola, Belarus, Central African Republic, Cote d'lvoire (Ivory Coast), Cuba, Democratic People's Republic of Korea (North Korea), Democratic Republic of the Congo, Iran, Iraq, Libya, Nauru, Nigeria, Sierra Leone, Somalia, South Sudan, Sudan, Syria, Crimea region of Ukraine, Zimbabwe or a country or region that has taken been sanctioned by the Hong Kong government or an agent thereof; (b) the Customer is not a senior political figure of a non- Hong Kong or non-Chinese government unless otherwise informed to the Bank; (c) the Customer is not on the sanction lists issued by a Financial Action Task Force country, including but not limited to the Specially Designated Nationals And Blocked Persons List issued by the U.S. Department of Treasury's Office of Foreign Assets Control and the Consolidated Sanction List issued by the United Nations Securities Council; (d) the Customer is trading solely on his own behalf and not on behalf of another person whether as a nominee, trustee, fiduciary or otherwise (unless permitted under Applicable Laws and Regulations and notified to the Bank); and (e) the source of funds and source of wealth of the Customer and any transfers and transactions through the Overseas Securities Account and Overseas Settlement Account are for legitimate purposes. 10.3 The above representations and warranties shall be deemed to be repeated immediately before each transaction or dealing is carried out for or any service is provided to the Customer or on the Customer's behalf. 10.4 If the Customer is aware that any of the above representations and warranties will continue or may become incorrect, the Customer must give prior notice to take the Bank immediately upon the Customer becoming aware of the same, and before such representations and warranties become incorrect. The Customer must also notify the Bank immediately if any of the above representations and warranties has become incorrect. 10.5 Without limitation to any provisions in the Master Terms and Conditions, upon the Bank receiving notice from the Customer that any of the above representations and warranties may become incorrect, or if any of the above representations and warranties has become incorrect: (a) the Bank shall be entitled, at its sole and absolute discretion, to dispose of all action Overseas Securities and other assets held by the Customer, suspend the services provided hereunder and / or charge the Customer all fees, charges, costs and expenses incurred or to be incurred by Bank from time to time to ensure compliance by the Bank, its agents or Service Providers with all Applicable Laws and Regulations arising from or in connection with the above (including, without limitation, all fees, charges, costs and expenses incurred to make all the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize filings with the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreementrelevant authorities); and (ivb) this Agreement is legalthe Customer shall immediately upon request by the Bank withdraw all Overseas Securities and other assets from the Overseas Securities Account, valid and binding on do / or execute any act, deed, document which the Client;Bank may require in connection therewith. 10.6 The Customer shall fully indemnify the Bank (vfor itself or as trustee for its affiliates, directors, employees or agents, "Indemnified Persons") on against all claims, actions, liabilities (whether actual or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence contingent) and proceedings against any of the due authorization for Indemnified Persons and bear any losses, costs, charges or expenses (including legal fees) which the execution, delivery and performance Indemnified Persons may suffer or incur arising from or in connection with or resulting from any breach by the Customer of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws above representations and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofwarranties. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents5.1 You undertake and agree that, warrants and undertakes to during the Custodian thatcontinuance of this security, you shall: (i) it is duly organized and validly existing under the laws 5.1.1 not, without our prior written consent, withdraw, sell or dispose of the jurisdiction Charged Property or any part thereof, and shall not mortgage, charge, pledge or otherwise encumber or assign, transfer or otherwise deal with or grant or suffer to arise or permit to subsist any third party rights over or against the whole or any part of its organizationthe Charged Property or purport so to do; (ii) during 5.1.2 at any time if and when we require, execute such further assignments, charges, authorities and other documents as we may from time to time require for perfecting our title to or for vesting or enabling us to vest the term full benefit of this Agreement it (and the Charged Property in us or our nominees or any person purchaser, such documents to be prepared by us or on whose our behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement at your cost and to carry out contain such provisions for our benefit as we may reasonably require for which purposes hereby you appoint us as the transactions contemplated hereinduly authorised representative; 5.1.3 obtain and maintain in full force, validity and effect all governmental or other approvals, authorities, licenses and consents required in connection herewith, and has taken to do or cause to be done all other acts and will continue to take all action (including, without limitation, things necessary or desirable for the obtaining performance of all necessary governmental consents of your obligations pursuant hereto; 5.1.4 not do or omit to do any act or thing which act or omission may in any applicable jurisdictionway (a) to authorize adversely affect or diminish the execution, delivery and performance of obligations value of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; Charged Property; (iiib) it has authority delay or prejudice our right to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim receive payment or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, realise all or any part of the Charged Property; (c) result in the alternation or impairment of any rights, whether through title and interest in any of the Charged Property; or (d) result in any default of any of your obligations under any relevant contract(s) with any of the JPMorgan Companies; 5.1.5 (in relation to Clause 3.3 above): (a) open a relevant Clearance System sub-account with the Nominee; (b) execute and/or shall procure the Nominee to execute such Prescribed Forms as we may from time to time require; (c) undertake that the Nominee is and will at all times be authorised to execute all such Prescribed Forms and to do all acts in relation to such CDP Scripless Securities as your agent; and (d) ratify and confirm all that the Nominee shall do or otherwisecause to be done in respect of such Prescribed Forms and/or such CDP Scripless Securities and/or as instructed by us; and 5.1.6 (viiiin relation to Clause 3.4 above): (a) open (i) a sub-account with the Nominee and (ii) such other securities account with such central depository or depository agent as may be required by us and with whom you maintain any securities account in respect of such CDP Scripless Securities; (b) execute such security documents as we may from time to time require (or shall procure the Nominee to do the same); (c) undertake that the Nominee is and will at all times be authorised to execute all such security documents and to do all acts in relation to such CDP Scripless Securities and other scripless securities as your agent; (d) ratify and confirm that all that the Nominee shall do or cause to be done in respect of such security documents and/or such CDP Scripless Securities and/or as instructed by us; (e) sign and deliver to the Nominee or such central depository or depository agent with whom you maintain any sub-account or securities account in respect of such CDP Scripless Securities or who maintains any such sub-account or securities account on your behalf or for your benefit, a notice of charge or assignment (in such form as we may require) in respect of your rights, benefits, title and interest in and to such CDP Scripless Securities and rights against the Nominee, such central depository or depository agent in connection with such CDP Scripless Securities and shall, if required by us, procure the Nominee, such central depository or depository agent to deliver to us an acknowledgement of such notice in such form as we may require; (f) irrevocably direct and procure or cause to be directed (if required by us, by signing and delivering a letter of authorisation in such form as we may require) the Client is conducting its business Nominee or any central depository or depository agent with whom you or any of your nominees maintain any sub-account or securities account to act in substantial compliance accordance with all applicable laws our directions in respect of such CDP Scripless Securities; and requirements(g) as and when directed by us or on our behalf, both state transfer, authorise and federalprocure the transfer of such CDP Scripless Securities from your sub-account with the Nominee to our sub-account with the Nominee and other scripless securities from any sub-account or securities account opened or maintained by you or any of your nominees with any central depository or depository agent to any sub-account or securities account maintained with any central depository or depository agent, and has obtained all regulatory licenses, approvals and consents necessary to carry settlement system or clearing house as may be notified by us or on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofour behalf. (B) The Custodian hereby represents, warrants 5.2 You represent and undertakes warrant to the Client us that: 5.2.1 you have and will maintain unencumbered and absolute title to the Charged Property (i) it is duly organized and validly existing under except as provided herein or in the laws of the jurisdiction of its organization;Special Terms); and (ii) during the term of 5.2.2 this Security Agreement it has constitutes and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, constitute a valid and legally binding obligation on the Custodian; (iv) the Custodian is conducting you, enforceable in accordance with its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofterms.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 3.1 The Client Pledgor hereby represents, warrants and undertakes to the Custodian Pledgee that: (i) it is To the Pledgor’s knowledge, the Companies are private limited liability companies (société à responsabilité limitée) duly organized incorporated and validly existing under the laws of the jurisdiction of its organizationLuxembourg; (ii) during To the Pledgor’s knowledge, the “centre of main interests” (as that term is used in the Insolvency Regulation) of this Agreement each of the respective Companies is in Luxembourg, and the Companies have no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg; (iii) To the Pledgor’s knowledge, the Companies have the power, authority and legal right to own and operate its property, to hold and own all of its assets and to conduct the business in which it is currently engaged; (iv) the Pledgor has full capacity, power, legal right and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and lawful authority to enter into fulfill all its obligations assumed under this Agreement and create a valid and effective first ranking pledge (gage de premier rang) over the Pledged Assets pursuant to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iiiv) it has authority to deposit All authorizations or actions necessary or advisable in connection with the Property received in the Custody Account entering into this Agreement and the Custody Cash Account granting of the Pledge by the Pledgor have been obtained or taken and there is no claim have not been withdrawn, revoked or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or rescinded prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance date of this Agreement; (vi) except as in respect of this Agreement and the transactions contemplated by, referred to in or provided in Clause 16 of for by this Agreement, all Property deposited with (i) they entered into this Agreement in good faith and for the Custodian shallpurpose of carrying out their business, at all times, be free from all charges, mortgages, pledges and (ii) they entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such encumbrances(except as otherwise provided by law)third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction; (vii) To the Client shallPledgor’s knowledge, at all timesno action, be entitled petition, resolution or otherwise duly authorized similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de faillite) or similar proceedings (including similar German proceedings) affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to deal withthe Companies; (viii) To the Pledgor’s knowledge, the Companies do not meet or threaten to meet the criteria for the opening of any proceedings referred to under paragraph (vii) above nor is it subject to such proceedings; (ix) To the Pledgor’s knowledge, the Pledgor is the sole beneficial and legal owner of the NIBs; (x) To the Pledgor’s knowledge, the NIBs are validly issued and fully paid up and represent one hundred percent (100 %) of the NIBs issued by the Companies; (xi) To the Pledgor’s knowledge, the Pledgor owns the Pledged Assets free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than the Pledge and preferential rights arising by operation of law; (xii) To the Pledgor’s knowledge, there is no floating charge (gage sur fonds de commerce) or similar security in existence on the respective businesses of the Companies nor any mandate with a view to the creation thereof; (xiii) the Pledge creates a valid first rank pledge (gage de premier rang) over the Pledged Assets and constitutes legally binding obligations for the Pledgor, enforceable in accordance with its terms, and dispose of, all or any part of validly creates the Property, whether through a relevant Clearance System or otherwisesecurity interest it purports to create; and (viiixiv) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of this Agreement does not violate any mortgage, indenture, credit agreement contractual or other contract obligation binding on it upon the Pledgor or affecting its property any law to which would prohibit its execution or performance of this Agreement. Pledgor is subject. 3.2 The Client agrees Pledgor undertakes to inform the Custodian promptly if any statement set forth Pledgee that the representations and warranties contained in this Section 4(A) ceases to be Clause 3.1 shall at all times remain true and correct as of any date after until all the date hereofSecured Obligations have been fully and irrevocably discharged. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 3.1 The Client Pledgor hereby represents, warrants and undertakes to the Custodian Pledgee that: (i) it is To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the Companies are private limited liability companies (société à responsabilité limitée) duly organized incorporated and validly existing under the laws of the jurisdiction of its organizationLuxembourg; (ii) during To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the “centre of main interests” (as that term is used in the Insolvency Regulation) of this each of the respective Companies is in Luxembourg, and the Companies have no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg; (iii) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the Companies have the power, authority and legal right to own and operate its property, to hold and own all of its assets and to conduct the business in which it is currently engaged; (iv) The Pledgor has full capacity, power, legal right and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and lawful authority to enter into fulfill all its obligations assumed under this Agreement and create a valid and effective first ranking pledge (gage de premier rang) over the Pledged Assets pursuant to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iiiv) it has authority to deposit All authorizations or actions necessary or advisable in connection with the Property received in the Custody Account entering into this Agreement and the Custody Cash Account granting of the Pledge by the Pledgor have been obtained or taken and there is no claim have not been withdrawn, revoked or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or rescinded prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance date of this Agreement; (vi) except as in respect of this Agreement and the transactions contemplated by, referred to in or provided in Clause 16 of for by this Agreement, all Property deposited with (i) they entered into this Agreement in good faith and for the Custodian shallpurpose of carrying out their business, at all times, be free from all charges, mortgages, pledges and (ii) they entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such encumbrances(except as otherwise provided by law)third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction; (vii) To the Client shallPledgor’s knowledge (based upon the Transfer Agreement and related instruments), at all timesno action, be entitled petition, resolution or otherwise duly authorized similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de faillite) or similar proceedings (including similar German proceedings) affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to deal withthe Companies; (viii) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the Companies do not meet or threaten to meet the criteria for the opening of any proceedings referred to under paragraph (vii) above nor is it subject to such proceedings; (ix) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the Pledgor is the sole beneficial and legal owner of the NIBs; (x) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the NIBs are validly issued and fully paid up and represent one hundred percent (100 %) of the NIBs issued by the Companies; (xi) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), the Pledgor owns the Pledged Assets free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than the Pledge and preferential rights arising by operation of law; (xii) To the Pledgor’s knowledge (based upon the Transfer Agreement and related instruments), there is no floating charge (gage sur fonds de commerce) or similar security in existence on the respective businesses of the Companies nor any mandate with a view to the creation thereof; (xiii) the Pledge, (based upon the Transfer Agreement and related instruments), creates a valid first rank pledge (gage de premier rang) over the Pledged Assets and constitutes legally binding obligations for the Pledgor, enforceable in accordance with its terms, and dispose of, all or any part of validly creates the Property, whether through a relevant Clearance System or otherwisesecurity interest it purports to create; and (viiixiv) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of this Agreement does not violate any mortgage, indenture, credit agreement contractual or other contract obligation binding on it upon the Pledgor or affecting its property any law to which would prohibit its execution or performance of this Agreement. Pledgor is subject. 3.2 The Client agrees Pledgor undertakes to inform the Custodian promptly if any statement set forth Pledgee that the representations and warranties contained in this Section 4(A) ceases to be Clause 3.1 shall at all times remain true and correct as of any date after until all the date hereofSecured Obligations have been fully and irrevocably discharged. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority will not assert any interest in Property held by the Custodian in any Clearance System in any way which could prevent a transfer of title to deposit a unit of such Property by the Property received in Custodian (or by any other person) where such transfer is required by the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; andClearance System; (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law);encumbrances; and (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;; and (iii) this Agreement is legal, valid and binding on the Custodian;; and (iv) the The Custodian is conducting its business a bank that meets the qualifications prescribed in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision Section 26(a)(1) of its charter or by-laws, nor the Investment Company Act of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time1940. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to -------------------------------------------------------------------------------- #343 6 NEG 4/00 vNYGCSA V-1/97 NONSTD/Ex7(a)Citibank.doc be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 In consideration of the Company entering into this Agreement and agreeing to perform its obligations hereunder, the Subscriber hereby represents, warrants and undertakes to the Custodian thatCompany as follows: (ia) it is duly organized established and validly existing under the laws of the jurisdiction place of its organization; (ii) during establishment and it has the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to haveright, or will take all action necessary to obtain, full capacity power and authority to enter into into, execute, deliver and perform this Agreement and to carry out the transactions contemplated hereinthat this Agreement (and its performance) has been duly authorised (such authorisation remaining in full force and effect) and executed by, and has taken constitutes valid and will continue to take all action legally binding and enforceable obligations of it; (includingb) the entering into, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance by the Subscriber of obligations this Agreement will not (i) conflict with or results in a breach or a default under any of the Clientorganization, and the validity and enforceability of such obligations and the rights governance or constitutional documents of the CustodianSubscriber, under this Agreementor any agreement, instrument, order, judgment or other restriction which binds the Subscriber; or (ii) violate any law, rule or regulation of any jurisdiction to which it is subject in respect of the Subscription; (c) it and the ultimate beneficial owner of the Subscription Shares are and will be third parties prior to the Completion (i) independent of the Company’s directors, chief executive or any of their respective associates, and (ii) independent of and not connected with the Company or the directors, chief executive or connected persons of the Company or any of their respective subsidiaries or any associates of any of them; and (d) it and the ultimate beneficial owner of the Subscription Shares are and will be third parties (i) who are not, and who will not become after Completion, core connected persons of the Company, (ii) whose Subscription has not been financed directly or indirectly by a core connected person, and (iii) it has authority who are not, and who will not become accustomed to deposit take instructions from a core connected person in relation to the Property received acquisition, disposal, voting or other disposition of securities of the Company registered in its name or otherwise held by it. 5.2 The Subscriber hereby undertakes to the Custody Account Company to subscribe for the Subscription Shares subject to the Memorandum and Articles of Association of the Company and the Custody Cash Account terms of this Agreement. 5.3 Each of the Warranties shall: (a) be construed as separate and there is no claim or encumbrances that adversely effects independent and shall not be limited by reference to any delivery or payment of Property made other provisions in accordance with this Agreement; and (ivb) be made as of the date of this Agreement is legal, valid and binding on the Client; (v) on or prior be deemed to be repeated immediately before Completion with reference to the execution facts and circumstances then existing. 5.4 The Subscriber acknowledges and agrees that the none of the Company, its officers, advisors and agents has given or will give any express or implied representations and/or warranties, including with respect to the affairs, the financial positions, indebtedness, credit worthiness and/or future prospects of the Group, any of the members of the Group or the subject matter of this Agreement, and the Client Subscriber has provided to not and will not rely on any representation, conduct, statement or silence on the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the PropertyCompany or its officers, whether through a relevant Clearance System advisors, valuers, agents, partners or otherwise; and (viii) the Client is conducting its business representatives in substantial compliance any respect in connection with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 6.01 The Client Borrower hereby represents, represents and warrants and undertakes to the Custodian Lender (and so that such representations and warranties shall survive the execution of this Loan Agreement and shall be deemed to be repeated on the Drawdown Date) that: (ia) it is a body corporate duly organized and validly existing under the laws of the jurisdiction State of its organization; (ii) during the term of this Agreement it (Nevada, USA and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to enter into this Agreement and to carry out the transactions contemplated hereininto, and has taken and will continue to take perform all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Loan Agreement; (b) all consents, approvals and authorizations required in connection with this Loan Agreement and the transactions contemplated hereby have been obtained and are in full force and effect; (c) the entry into and performance by the Borrower of this Loan Agreement does not and will not violate in any respect (i) any law or regulation of any governmental or official authority or body, or (ii) the constitutional documents of the Borrower, or (iii) it has authority any agreement, contract or other undertaking to deposit which the Property received Borrower is a party or which is binding on the Borrower or any of its assets; (d) no action, suit, proceeding, litigation or dispute against the Borrower is currently taking place or pending or, to the Borrower's knowledge, threatened nor is there subsisting any judgement or award given against the Borrower before any court, board of arbitration or other body which, in either case, could or might result in any material adverse change in the Custody Account and business or condition (financial or otherwise) of the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this AgreementBorrower; and (ive) the Borrower is not in material default under any agreement by which it is bound and no Event of Default (or event which, with the giving of notice and/or lapse of time or other applicable condition might constitute an Event of Default) has occurred and is continuing nor will such a default or Event of Default (or such event) result from the entry by the Borrower into this Loan Agreement is legalor the performance by the Borrower of any of its obligations hereunder or thereunder. 6.02 The Borrower undertakes that, valid until the Drawdown Date and binding on the Client; (v) on thereafter so long as any amount remains outstanding or prior to the execution of payable under this Loan Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery it will obtain and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended renew from time to time. The Custodian agrees , all authorisations, approvals, consents required under any applicable law or regulation with respect to inform this Loan Agreement and it shall comply with the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as terms of any date after the date hereofsame.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client hereby Transferor represents, warrants and undertakes to as follows, and acknowledges that the Custodian thatTransferees are relying on the truth and accuracy of, and the Transferor’s compliance with such representations, warranties and promises: (i1) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) The Transferor has and will continue to have, or will take all action necessary to obtain, full capacity requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereinAgreement, and has taken shall be bound as soon as this Agreement is signed; (2) The Transferor’s obligations under this Agreement are legal and will continue to take all action (includingvalid, without limitation, and the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of this Agreement will neither conflict with the obligations of the ClientTransferor under other agreements and contracts, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementnor violate any applicable laws; (iii3) it has authority to deposit The Transferor warrants that, as of the Property received signature date hereof, the Targeted Equity is free of any pledge, mortgage and/or other property rights, and no claim will be made in respect of such equity by any third party; (4) The Transferor warrants that the Targeted Equity is not involved in any litigation, arbitration, judicial preservation, enforcement, contingency or other material disputable, and all rights on/in the Custody Account and target equity hereunder are not affected by any of the Custody Cash Account and there is no claim foresaid matters; (5) The Transferor hereby undertakes that, as of the completion day of the equity transfer, it shall not conduct any economical or encumbrances that adversely effects legal activities mentioned in the preceding paragraph. The Transferor further undertakes that, at the request of the Transferees, it will take necessary actions to protect all rights in/on the target equity contemplated hereunder from being affected or restricted by any delivery or payment of Property made the matters specified in accordance with this Agreementthe preceding paragraph; and (iv6) this Agreement The Transferor agrees to assist the Company to go through all the procedures required for the equity transfer set out hereunder. 4.2 Transferees represent, warrant and undertake as follows, and acknowledge that the Transferor is legal, valid and binding relying on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery truth and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal withaccuracy of, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial Transferees’ compliance with all applicable laws such representations, warranties and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client thatpromises: (i1) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take The Transferees have all action necessary to obtain, full capacity requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereinAgreement, and has taken shall be bound as soon as this Agreement is signed; (2) The Transferees’ obligations under this Agreement are legal and will continue to take all action (includingvalid, without limitation, and the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of this Agreement will neither conflict with the obligations of the Custodian Transferees under other agreements and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-lawscontracts, nor of violate any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementapplicable laws; and (v3) The Transferees agree to assist the Custodian will submit Company to go through all the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with procedures required for the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofequity transfer contemplated hereunder.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 8.1 The Client hereby representswarrants, warrants represents and undertakes to the Custodian Company that:: - a) the Client enters into the Client Agreement as principal and is not trading on behalf of any other person (iexcept where notified to and expressly approved by the Company); b) it the information provided in the relevant Account Opening Form and Client Agreement is duly organized true and validly existing under correct; c) the laws Client is the beneficial owner of the jurisdiction of Securities under his/her/its organizationaccount free from any lien, charge, equity or encumbrance save as created by the Client Agreement; d) the Client is the person or entity (iilegal or otherwise) during ultimately responsible for originating the term instruction in relation to each transaction in his/her/its account and the person or entity (legal or otherwise) that stands to gain the commercial or economic benefit of this Agreement it (and any person on whose behalf it may act as agent each transaction in his/her/its account and/or bear its commercial or otherwise in a representative capacityeconomic risk; e) the Client has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to enter into this and perform his/her/its obligations under the Client Agreement and to carry out if the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there Client is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreementa corporate client, the Client has provided obtained all necessary consents from shareholders and directors and has taken all necessary actions to enable the Custodian certified true copies of evidence of Client to enter into the due authorization for Client Agreement and perform his/her/its obligations under the execution, delivery and performance of this Client Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (viif) the Client shallAgreement and their performance and the obligations contained thereto do not and will not contravene any applicable law and regulations, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or contravene any part provisions of the PropertyClient’s memorandum and articles of association or by- laws (where applicable), whether through or constitute a relevant Clearance System breach or otherwisedefault under any agreement or arrangement by which the Client is bound; g) the Client will not charge, pledge or allow to subsist any charge or pledge over his/her/its Securities or monies in his/her/its account or grant or purport to grant an option over any Securities or monies in his/her/its account without the prior written consent of the Company; and (viiih) where the Client trades in the Securities listed at the American stock exchange, the Client hereby declares confirms that he/her/it is conducting its business in substantial compliance with all applicable laws and requirements, both state and federalnot a citizen or a tax resident of the United States of America, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor will inform the Company in writing of any mortgagechange of such status in the future. In any event, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance the Client shall be liable for the tax payable to the United States of this AgreementAmerica if any. The Client agrees to inform shall complete, wherever applicable, the Custodian promptly if any statement set forth in this Section 4(Arelevant forms or certificates (such as the Form W-8BEN, W-8IMY, W-8ECI or W-8EXP) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes for submission to the Client that: (i) it is duly organized and validly existing under the laws United States of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued America by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofCompany or its agent.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client Company hereby represents, warrants and undertakes to the Custodian Placing Agent that: (i) it is duly organized the Placing Shares shall be allotted and validly existing under issued in accordance with the memorandum of association and articles of association of the Company, all applicable laws of Hong Kong and the jurisdiction Cayman Island and the rules and regulations of its organizationthe Stock Exchange, and the Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances, claims, options and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid; (ii) during subject to the term fulfillment of this Agreement it (and any person on whose behalf it may act as agent or otherwise the conditions referred to in a representative capacity) Clause 3(A), the Company has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to issue the Placing Shares and has obtained all the relevant approval(s), consent(s) and license(s) required (if any) for the allotment and issue of the Placing Shares; (iii) the Company has the power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken constitutes legal, valid and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of binding obligations of the Client, and Company which shall be enforceable against the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made Company in accordance with this Agreementits terms and condition; and (iv) this Agreement is legal, valid the Placing Shares will be allotted and binding on the Client; (v) on or prior issued pursuant to the execution of this Agreement, the Client has provided general mandate granted to the Custodian certified true copies of evidence directors of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry Company on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof28 June 2022. (B) The Custodian Placing Agent hereby represents, warrants and undertakes to the Client Company that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken constitutes legal, valid and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of binding obligations of the Custodian Placing Agent which shall be enforceable against the Placing Agent in accordance with its terms and condition; (ii) the validity Placing Agent will procure not less than six (6) Placees to subscribe for the Placing Shares at the Placing Price on and enforceability of such obligations subject to the terms and the rights of the Client, under condition set out in this Agreement; (iii) this Agreement is legalin each jurisdiction in which the Placing Agent solicits subscription for the Placing Shares the Placing Agent will do so in accordance with all applicable laws, valid rules and binding on regulations in force in such jurisdiction. The Placing Shares shall not be offered to or placed in circumstances which would constitute an offer to the Custodianpublic in Hong Kong within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or in any other place or in any manner in which the securities laws, rules or regulations of any place may be infringed or not complied with; (iv) no action has been or will be taken directly or indirectly in any jurisdiction that would result in a public offering of the Custodian is conducting Placing Shares and neither it nor persons acting on its business behalf will offer or sell any Placing Shares otherwise than in substantial compliance with all applicable laws and requirements, both state and federalregulations in each jurisdiction in which any such offer or sale takes place, and has obtained all regulatory licenseswithout prejudice to the generality of the foregoing, approvals as the Placing Shares have not been and consents necessary will not be registered under the Securities Act of the United States (the “Securities Act”), they may not be offered, sold, transferred and delivered within the United States except pursuant to carry an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and accordingly the Placing Shares have not been and will not be offered or sold to a buyer in the United States, except to those persons it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act). Neither it nor any person acting on its business behalf has engaged or will engage in any directed selling efforts in the United States (as now conducted; there is no provision defined in Regulation S under the Securities Act) or any form general solicitation or general advertising (each as used in Rule 5.02(c) of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; andRegulation D under the Securities Act) with respect to the Placing Shares; (v) the Custodian Placing Agent will submit use its best endeavours and make all reasonable enquiries to ensure that the Placees and their respective ultimate beneficial owners (if applicable) will be third parties independent of, and not connected with or acting in concert with, the Company, its connected persons (as defined under the GEM Listing Rules) and their respective associates (as defined under the GEM Listing Rules); (vi) the Placing Agent will use its best endeavours and make all reasonable enquiries to ensure that none of the Placees will, immediately upon the Completion, become a substantial shareholder (as defined under the GEM Listing Rules) of the Company; (vii) the Placing Agent will make available and promptly supply, or use its best endeavours to procure the relevant Placees to make available and promptly supply, to the Client on an annual basis a copy Stock Exchange and the SFC or any other relevant authority all information in relation to the Placees which may be required by the Stock Exchange, the SFC and/or such other authority; and (viii) the Placing Agent will ensure the fulfillment and compliance of all applicable rules and regulations of the Stock Exchange and if applicable, the rules and codes of the SFC in relation to its Report on Policies role as placing agent for the Placing, and Procedures Placed in Operation will issue appropriate written confirmation of such fulfilment and Tests of Operating Effectiveness" prepared compliance upon request by the Company and/or the relevant authority. (C) Each party to this Agreement undertakes that, save for the Announcement and any other disclosure as may be required to be made in compliance with the requirements of Statement of Auditing Standards No. 70 issued GEM Listing Rules or any other applicable laws, rules and regulations and/or as may be required by the American Institute relevant authority, no announcements, press releases or other general public disclosure in relation to the Placing shall be made by any of Certified Public Accountantsthem without the prior written consent of the other party (such consent shall not be unreasonably withheld or delayed). (D) The representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth warranties and undertakings contained in this Section 4(B) ceases Clause are deemed to be true given as at the date of this Agreement and correct shall be deemed to be repeated on the Completion Date as if given on such date with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. Each party hereto hereby undertakes to notify the other party to this Agreement of any date after matter or event coming to its attention which may render any of the date hereofrepresentations, warranties or undertakings untrue or inaccurate or misleading in any material respect at any time prior to the Completion Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 Each party hereby represents, represents and warrants and undertakes to the Custodian other party that: (ia) it is duly organized It has the corporate and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent legal power or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, deliver and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of perform its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior hereunder according to the execution terms of this Agreement, the Client and that it has provided taken all necessary corporate and legal or other actions to the Custodian certified true copies of evidence of the due authorization for the execution, delivery authorize its entry into and performance of this Agreement; (vib) except as provided This Agreement constitutes legal, valid and binding obligation, enforceable in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)its terms and conditions; (viic) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, The execution and/or performance of this Agreement does not and dispose of, all or will not contravene any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter Articles of Association and Bye-Laws or by-lawsany other equivalent constitutional documents, nor of does not and will not violate any mortgage, indenture, credit agreement applicable laws or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws regulations of the jurisdiction of its incorporation or organization;, and does not and will not conflict with or result in a breach of any contract, agreement or other obligation to which it may be bound; and (iid) All consents, approvals, licenses, permits, authorizations, declarations, filings and registrations necessary for the due execution, delivery, and performance of this Agreement have been obtained or effected, and all such consents, approvals, licenses, permits, authorizations, declarations, filings and registrations remain in full force and effect during the term of this Agreement. 5.2 Without prejudice to the generality of foregoing provisions in Clause 4 above, during the term of this Agreement and thereafter until ELIXIR has repossessed the Machines : (a) the VENUE OWNER undertakes that it has and will continue to have, or will take all action reasonable care and security control of the Chinese Restaurant Area and ELIXIR undertakes that the Machines shall be kept in good and serviceable condition (reasonable fair wear and tear and deficiency, defect or break down arising from normal usage excepted) and since ELIXIR has the legal title to the Machines, ELIXIR shall insure the Machines against loss of or damage to the Machines howsoever caused (including those loss or damage caused by the negligence of ELIXIR’s staff or agent); (b) the VENUE OWNER represents that the business in the Chinese Restaurant Area has obtained all necessary governmental or third party’s permissions, licences (including but not limited to obtainrelevant gaming license), full capacity permits, approvals and authority consents and undertakes to use its best endeavours to keep such permission, licences, permits, approvals and consents effective throughout the term of this Agreement and each party undertakes to the other that it will comply with all applicable laws in relation to the operation of the Machines at the Chinese Restaurant Area; (c) each of the VENUE OWNER and ELIXIR undertakes to each other that it will not and will procure their respective employees or agents not to, make or cause or permit to be made any alteration, amendment, modification or addition to the Machines, or any part or component (except maintaining and/or repairing of the Machines as set out in sub-clause (d) of this Clause 5.2) thereof without the approval of the Machines Operation Committee and that any such alteration or modification, if approved by the Machines Operation Committee, of whatsoever kind shall belong to and become the property of ELIXIR and form part of the Machines; (d) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, carry out any repair and/or maintenance works to the Machines by itself unless such repair and/or maintenance works are performed by ELIXIR’s technician; or (ii) with the presence of/ under the instructions of ELIXIR’s technician; (e) the VENUE OWNER undertakes that it will permit ELIXIR and any technical persons nominated by ELIXIR to enter into this Agreement the Chinese Restaurant Area at any reasonable time so as to inspect and/or repair the Machines, if necessary and to carry enable ELIXIR and its authorised personnel to perform its obligations or exercise its rights hereunder (including but not limited to the carrying out of the relevant audit pursuant to Clause 1.5(a)(iii) and/or Clause 3.3 and the overseeing of the collections and counting of monies from the drops of the Machines pursuant to Clause 3.2 and the Collection Procedure); (f) each of the VENUE OWNER and ELIXIR undertakes to the other that it will not use or permit the Machines to be used in contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Machines are not designed or reasonably suitable. Each party also undertakes to the other that it will comply with all applicable laws and governmental regulations in relation to the operation of the Machines at the Chinese Restaurant Area and neither party shall conduct any illegal or dishonest gaming activities at the Chinese Restaurant Area, including but not limited to money laundering or resort of facilitate directly or indirectly to dishonest means to manipulate any gaming activities; (g) ELIXIR undertakes that, unless with the prior approval of the VENUE OWNER it will not sell or offer for sale, assign, mortgage, pledge, create any charge, lien or encumbrances, sub-let or lend out the transactions contemplated hereinMachines or in any way part with the Machines or any interest therein; (h) the VENUE OWNER and ELIXIR undertakes to each other that it will punctually pay, if applicable, their respective own license fees, service charges, taxes, levies and other outgoings or payments for the carrying on the gaming machine business in the Chinese Restaurant Area . For the avoidance of doubt, the VENUE OWNER shall be solely responsible for paying (if applicable) electricity, gas, water and other utilities charges, property tax and related duties in respect of NagaWorld and more particularly, the Chinese Restaurant Area ; (i) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, move the Machines or any part thereof from the Chinese Restaurant Area to other location without ELIXIR’s prior consent in writing; (j) ELIXIR warrants that all the Machines used for the operation in the Chinese Restaurant Area have been fully paid for and the Machines are not subject to any charge, lien or encumbrances, foreclosure or any court proceedings , any litigation or claims by any third party; (k) The VENUE OWNER undertakes and warrants that during the term of this Agreement, it will not transfer its Gaming License (as defined in Recital B above) to any other entity; (l) in respect of the Chinese Restaurant Area, the VENUE OWNER undertakes and agrees that apart from housing the Machines provided by ELIXIR, the area shall contain the following facilities and/or reasonably sufficient spaces for the following functions : (i) a treasury cage; (ii) a snack bar capable of providing hot food; and (iii) a resting area with at least four tables allowing customers and patrons to rest and eat; (m) ELIXIR undertakes and warrants that it and its employees will treat all players indiscriminately without exerting any influence and effect on the players to choose where to play between the Original Area, the Additional Lobby Floor Area and the Chinese Restaurant Area; and (n) ELIXIR undertakes and warrants that the Machines provided are of reasonable working conditions for the purpose of the business, and has taken shall use its reasonable endeavours in providing upgrade (if deemed necessary by the Machines Operation Committee under the relevant circumstances) to the xxxx validators for the purpose of differentiating and will continue rejecting any counterfeit notes and coins, and should indemnify and compensate the VENUE OWNER in respect of all losses, damages (other than the loss of goodwill, prospective profits or anticipated income), charges and expenses incurred or suffered by the VENUE OWNER due to take all action (includingmachine malfunctions, without limitationsystem errors, damages, skimming or the like which are caused by any negligence or default of ELIXIR. For the avoidance of doubt, any failure or omission in detecting counterfeit notes or coins or other schemes of illegal or dishonest gaming activities by any of the Machines, related systems or equipment provided or supplied by ELIXIR hereunder shall not be regarded as negligence or default on the part of ELIXIR. In the case of discovery of counterfeit notes or coins, the obtaining parties agree that the responsibility or the apportionment of all necessary governmental consents loss shall be discussed and approved by the Machines Operation Committee on a case by case basis. After the installation of the Machines at the Chinese Restaurant Area, the VENUE OWNER shall, in the presence of ELIXIR’s representative(s), inspect the working conditions of the Machines and the related equipment and systems provided by ELIXIR for the slot operation at the Chinese Restaurant Area and shall accept the same in good faith. 5.3 The parties further agree that: (a) in relation to the adjacent area described as the “Main Casino Hall” in the floor plan attached hereto (the “Adjacent Area”), the VENUE OWNER shall : (i) use its best endeavours to complete any applicable jurisdictionrenovation (if applicable) to authorize the execution, delivery Adjacent Area and performance resume the gaming business of obligations that Adjacent Area in full within 45 days from the date of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (ii) ensure that for a period of 2 years from the Commercial Commencement Date (as defined below), the Adjacent Area will be used as gaming floor for traditional table games (but not electronic gaming machines unless the same are provided by ELIXIR pursuant to any further separate agreement amongst the parties); (iii) ensure that the Adjacent Area shall at all times during the term of this Agreement is legalAgreement, valid and binding on has a passage way accessing to the Custodian;Chinese Restaurant Area; and (iv) upon request by ELIXIR (such request not to be unreasonably rejected), during the Custodian is conducting renovation period of the Adjacent Area (as set forth in sub-clause (i) above), at its business in substantial compliance with all applicable laws costs, open and requirements, both state maintain a proper side entrance to the Chinese Restaurant Area from the area next to the NagaWorld’s lobby lounge by removing the glass there and federal, provide reasonable signage there for the slot operation at the Chinese Restaurant Area. (b) the parties shall execute and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance exchange simultaneously upon the signing of this AgreementAgreement an option deed (the “Option Deed”) pursuant to which the VENUE OWNER shall grant an irrevocable option to ELIXIR for it to place, on or before 31st December 2009, a further maximum of 200 seats of electronic gaming machines at the lobby lounge area and certain other areas at the lobby floor of NagaWorld on the same terms and conditions as the placement of Machines at the Chinese Restaurant Area (including but not limited to a payment of another commitment fee by ELIXIR). A copy of the Option Deed is attached hereto in Schedule D; and (vc) ELIXIR may station its selected crew of Floor Staffs at the Custodian will submit Chinese Restaurant Area , PROVIDED ALWAYS THAT such personnel do not, in the reasonable opinion of VENUE OWNER, in any way affect, hinder, influence or obstruct the proper running of the casino operations at the Chinese Restaurant Area, and PROVIDED ALWAYS THAT the VENUE OWNER shall be entitled at any time by way of 30 days’ advance written notice to refuse entry of any such person(s) to the Client on an annual basis a copy premises of Nagaworld, with valid reason stated for such refusal. In case ELIXIR has any objection to such notice, it shall raise the same with the Machines Operation Committee and the matter shall be discussed and resolved by the Machines Operation Committee accordingly. 5.4 Each of the VENUE OWNER and ELIXIR hereby warrants that it shall indemnify, defend and save harmless from the other, from and against all claims, lawsuits, losses, damages and expenses arising out of or resulting from any breach or inaccuracy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsrelevant representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement warranties or undertakings set forth out in this Section 4(B) ceases to be true and correct as of any date after the date hereofAgreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client Company hereby represents, warrants and represents to and undertakes with the Investor that as at the date hereof and on each day up to and including Completion that:- (a) the Loan Capitalisation Shares shall be allotted and issued in accordance with the Articles of Association of the Company and in compliance with all relevant laws of Hong Kong and the Cayman Islands and shall have all the rights of the Shares as defined and set forth in the Articles of Association of the Company and shall otherwise rank pari passu in all respects inter se and with all other Shares in the issued share capital of the Company as at the date of issue; (b) the Loan Capitalisation Shares shall be allotted and issued fully paid up, free from any liens, claims, equities, pre-emptive rights, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at the date of Completion; (c) the Loan Capitalisation Shares represent approximately 1.2 per cent of the existing issued share capital of the Company as at the date of this Agreement; (d) there shall be sufficient number of unissued Shares in the capital of the Company for the allotment and issue of the Loan Capitalisation Shares prior to Completion; (e) subject to the Custodian that:approval of the Shareholders and the Stock Exchange, the Company is fully capable of entering into this Agreement and performing all obligations and duties hereunder without the consent, approval, permission, licence or concurrence of any third party; (f) the Company has power under its memorandum of association and Articles of Association to issue the Loan Capitalisation Shares without any further sanction or consent by members of the Company; (g) the information set out in Recital (A) to this Agreement is accurate in all respects and that no change will be made in the authorised or issued share capital of the Company prior to the date of Completion; (h) the Company will not, and will procure that no company in the Group will, do or omit to do any thing which would cause any of the aforesaid warranties to be untrue at any time prior to or on the Completion Date; and (i) it is duly organized and validly existing under the laws whole of the jurisdiction issued share capital of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and Company will continue to havebe listed and dealt in on the Stock Exchange up to and including the Completion Date. (B) The Company undertakes with the Investor that upon its becoming aware of the occurrence of any event which would cause or constitute a material breach of any of the warranties set out in Clause 5(A), it will promptly give written notice thereof to the Investor and, if so requested by the Investor, use its best endeavours promptly to prevent or will take all remedy the same. (C) Each of the warranties set out in Clause 5(A) shall be construed as a separate and independent representation or warranty or undertaking (as the case may be) to the intent that the Investor shall have a separate claim and right of action necessary in respect of every breach. (D) Each of the parties hereby represents and warrants to obtain, the other parties that (i) he/it has the full capacity and authority power to enter into this Agreement and to carry out exercise his/its rights and perform his/its obligations hereunder, (ii) (where relevant) save and except the transactions contemplated hereinapproval of the Shareholders and the Stock Exchange, all corporate and has taken other actions required to authorise his/its entering into and will continue to take all action (including, without limitation, the obtaining execution of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery this Agreement and his/its performance of his/its obligations of the Clienthereunder and/or thereunder have been duly taken, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is will, when executed, be a legal, valid and binding agreement on the Client; (v) on or prior to the execution of this Agreementparty who executed it, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided enforceable in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofterms thereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client Pledgor hereby represents, warrants and undertakes to the Custodian Pledgee that: (ia) it is a company, duly organized incorporated and validly existing under the laws of the its jurisdiction of its organizationincorporation; (b) the Company is a company duly incorporated and validly existing for an unlimited duration and that the Company will remain in the form of a Luxembourg private limited liability company (société à responsabilité limitée); (c) it has full power, legal right and lawful authority to enter into and perform this Pledge Agreement and to pledge the Shares in the manner and form hereof; (d) the entry into and performance of this Pledge Agreement has been duly authorised and approved by a validly passed resolution of the Pledgor; (e) this Pledge Agreement constitutes the legally valid and binding obligations of the Pledgor, enforceable in accordance with their terms; (f) the entry into and performance of this Pledge Agreement do not conflict with: (i) any law or regulation applicable to the Pledgor; or (ii) during its constitutional documents; or (iii) any document which is binding upon it or affects any of its assets; (g) no Event of Default is outstanding or will result from the term entry into, or the performance of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Pledge Agreement; (iiih) the place of the central administration (siège de l’administration centrale) and the centre of main interests (as such term is defined in the Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended (the EU Insolvency Regulation)) of the Company are located at its registered office (siège statutaire) in Luxembourg, that the Company complies with, and adheres to, the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies and that the Company has no establishment (as such term is defined in the EU Insolvency Regulation) outside Luxembourg; (i) no litigation, arbitration or administrative proceedings against the Pledgor has been started or, to its knowledge, threatened, which have or, if adversely determined, are reasonably likely to have a Material Adverse Effect; (j) all information supplied by the Pledgor or on its behalf to any Finance Party in connection with this Pledge Agreement was true and accurate as at its date or (if appropriate) as at the date (if any) at which it is stated to be given and remain true and accurate as the date hereof; (k) the entry into and performance of this Pledge Agreement (and any documents in connection therewith) are for the corporate benefit of the Pledgor; (l) the Shares represent, on the date of execution of this Pledge Agreement, 100 per cent. of the issued fully paid up and subscribed share capital of the Company; (m) upon completion of the actions referred to in Clause 3. of this Pledge Agreement, this Pledge is duly perfected and constitutes a legally valid and binding first ranking pledge over the Shares in favour of the Pledgee not subject to any prior or pari passu encumbrance and this Pledge is not liable to be avoided or otherwise set aside on the liquidation or insolvency of the Pledgor or otherwise; (n) it will not take or permit to be taken any action whereby the rights attaching to the Shares are diluted; (o) the Shares are not (and none of the Shares is) subject to any options to purchase or to sell or warrants or similar rights of any person; (p) it is and will remain the sole, registered and absolute legal owner of the Shares, and it has authority neither transferred, nor assigned, disposed of, sold, pledged or in any way encumbered the Shares (or any of them), other than pursuant to deposit this Pledge Agreement, unless otherwise permitted by the Property received Credit Agreement; (q) it undertakes not to modify the articles of association of the Company in any way that would adversely affect the Custody Account and Pledgee’s or any other Finance Party’s rights under the Custody Cash Account and there is no claim Finance Documents or encumbrances that adversely effects any delivery thereof; (r) it will not sell, dispose of, pledge or payment otherwise encumber hereafter the whole or any part of Property made in accordance with this the Shares (including any Shares which have been released pursuant to a partial release (if any)), unless otherwise permitted by the Credit Agreement; and (ivs) this Agreement is legalthe Company has not taken any corporate action, valid and binding on the Client; (v) on nor have any other steps been taken or prior legal proceedings been started or threatened, to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision best of its charter knowledge, against the Company, for bankruptcy, insolvency, liquidation, reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), composition with creditors (concordat préventif de faillite), reorganisation or by-laws, nor of any mortgage, indenture, credit agreement similar Luxembourg or other contract binding on it or foreign laws affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of creditors generally or for the Clientappointment of an insolvency receiver, under this Agreement; (iii) this Agreement is legaladministrator, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with administrative receiver, conservator, custodian, trustee or similar officer of such company or of any or all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter assets or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofrevenues.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (Aa) The Client hereby Each Pledgor represents, warrants and undertakes to the Custodian covenants that: (i) it is duly organized the legal, record and validly existing under beneficial owner of, and has good and marketable title to, all Collateral consisting of one or more Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the laws of the jurisdiction of its organizationliens and security interests created by this Agreement and Permitted Liens; (ii) during it has full power, authority and legal right to pledge all the term of Collateral pledged by it pursuant to this Agreement it without the consent of any other Person; (and any person on whose behalf it may act as agent or otherwise in a representative capacityiii) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to carry out the transactions contemplated hereinextent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and has taken and will continue by equitable principles (regardless of whether enforcement is sought in equity or law); (iv) except to take all action the extent already made or obtained, no consent of any other party (including, without limitation, the obtaining any stockholder, member, limited or general partner or creditor of all necessary 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 consents authority is required to be obtained by such Pledgor in any applicable jurisdictionconnection with (a) to authorize the execution, delivery and or performance of obligations this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received Pledgee's security interest in the Custody Account and Collateral (other than with respect to the Custody Cash Account and there is no claim Stock of an Excluded Foreign Entity) or encumbrances that adversely effects (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any delivery of its rights or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Clientremedies provided herein; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for neither the execution, delivery and or performance of this Agreement or any other Secured Debt Agreement to which it is a party violates (a) any material provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or domestic or foreign governmental authority, (b) the certificate of incorporation, certificate of formation, certificate of partnership, partnership agreement, limited liability company agreement (or equivalent organizational documents) or by-laws, as the case may be, of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or (c) any indenture, mortgage, lease, deed of trust, credit agreement, loan agreement, agreement or other instrument 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 creation or imposition of any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the Collateral consisting of Securities, Pledged Limited Liability Company Interests and Pledged Partnership Interests have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (vii) to Pledgor's knowledge, each of the Pledged Notes constitute, or, when executed by the obligor thereof, will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms except as provided to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges equity or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws pledge, assignment and requirements, both state delivery to the Pledgee of the Collateral consisting of Certificated Securities (other than the Certificated Securities (x) of the Excluded Foreign Entities and federal, and has obtained all regulatory licenses, approvals and consents necessary (y) required to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees be pledged pursuant to inform the Custodian promptly if any statement procedures set forth in Section 3.2(a)(iii)) and Pledged Notes pursuant to this Section 4(A) ceases Agreement, creates a valid and perfected first security interest in such Collateral and the proceeds thereof, subject to be true and correct as no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of any date after such Pledgor which would include the date hereof.Securities; (B) The Custodian hereby represents, warrants and undertakes to the Client that: (iix) it is duly organized not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any partnership agreement or limited liability company agreement to which such Pledgor is a party, and validly existing under the laws such Pledgor is not in violation of any other material provisions of any partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder; no Partnership Interest or Limited Liability Company Interest is subject to any defense, offset or counterclaim, nor have any of the jurisdiction of its organizationforegoing been asserted or alleged against such Pledgor by any Person with respect thereto; (iix) during the term it shall not withdraw as a partner of this Agreement it has and will continue to haveany Pledged Partnership or member of any Pledged LLC, or will file or pursue or take all any action necessary which may, directly or indirectly, cause a dissolution or liquidation of or with respect to obtainany Pledged Entity or seek a partition of any property of any Pledged Entity, full capacity and authority to enter into this Agreement and to carry out except as permitted by the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Credit Agreement; (iiixi) this Agreement the Pledged Partnership Interests or Pledged Limited Liability Company Interests of such Pledgor, as the case may be, constitute, and will at all times hereafter continue to constitute, in the aggregate, all of the partnership interests or membership interests, as the case may be, of each Pledged Entity of such Pledgor and no Pledged Entity shall create any options or rights or other agreements to sell or otherwise transfer, or sell or otherwise transfer, any Partnership Interests or Limited Liability Company Interests; (xii) each partnership agreement and limited liability company agreement is the legal, valid and binding on obligation of the Custodian; (iv) the Custodian is conducting parties thereto, enforceable in accordance with its business in substantial compliance terms and, together with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement, contains the entire agreement between the parties thereto relating to the subject matter thereof; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (Aa) The Client Borrower hereby representsrepresents and warrants for the benefit of the Bank as of any Drawdown Date, warrants and undertakes to with the Custodian thatBank as follows: (i) it the Borrower is a company incorporated with limited liability duly organized and organized, validly existing and in good standing under the laws of the jurisdiction State of its organization; (ii) during Delaware and has the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity corporate power and authority to enter into make and perform this Agreement and any of the certificates, instruments or agreements herein referred to carry out insofar as they pertain to the transactions contemplated herein, Borrower and to borrow hereunder and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) corporate actions to authorize the execution, delivery and performance of this Agreement and all of the aforesaid documents; (ii) each officer or attorney-in-fact of the Borrower who has executed and delivered this Agreement and the documents referred to in (i) above insofar as they pertain to the Borrower was duly authorized to execute and deliver the same on behalf of the Borrower; (iii) this Agreement constitutes the legal, valid and binding obligations of the ClientBorrower enforceable in accordance with its terms (subject, as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles), and the validity and enforceability of such obligations and the rights of the CustodianBorrower hereunder rank and will at all times continue to rank at least pari passu in right of payment and in all other respects with all of its other unsecured unsubordinated obligations; (iv) save as disclosed in writing to the Bank prior to the date of this Agreement, under the Borrower has not given or permitted to exist any specific security on any property or assets of the Borrower (by way of lien, pledge, mortgage or other charge) for any loan, debt, guarantee or other liability or obligation contracted prior to the date of this Agreement and now existing; (v) the Borrower has no outstanding liabilities or obligations whatsoever for borrowed money, save as disclosed in writing to the Bank prior to the date of this Agreement; (iiivi) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to neither the execution nor delivery of this Agreement, nor the Client has provided transactions herein contemplated, nor compliance with the terms, conditions and stipulations hereof will: (1) contravene any provision of any law, statute, decree, rule or regulation to which the Borrower is subject, or any judgment, decree, franchise, order or permit applicable to either of them; or (2) conflict, or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the property or assets of the Borrower, pursuant to the Custodian certified true copies terms of evidence any indenture, mortgage, deed of trust, agreement or other instrument, to which the Borrower is a party or subject, or by which the Borrower or its assets may be bound; or (3) cause any limit or restriction on the borrowings or chargings of the due authorization for Borrower, or any other limitation or restriction on the Borrower (whether imposed by statute, regulation, agreement, or otherwise) to be exceeded or contravened; or (4) violate any provision of the Certificate of Incorporation or By-laws of the Borrower; (vii) the Borrower has, or will by the date of the Drawdown have, received or obtained every authorization, consent and approval of, or exemption by, any governmental or public body or authority required to authorize, or required in connection with the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 Agreement or the taking of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges any action hereby or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal withthereby contemplated, and dispose ofevery such authorization, all consent and approval, or any part of the Property, whether through a relevant Clearance System or otherwise; andexecution is in full force and effect; (viii) the Client Borrower is conducting its business not and would not with the giving of notice or lapse of time or both be in substantial compliance with all applicable laws and requirements, both state and federalmaterial default under any agreement to which it is a party or subject or by which it may be bound, and has obtained all regulatory licensesno action, approvals and consents necessary to carry suit, arbitration proceeding, litigation or administrative proceeding before any court, board of arbitration or administrative body is presently in course or pending, or threatened, which default, litigation or proceeding would have a material adverse effect on its business as now conducted; there is no provision the business, assets or financial condition of its charter the Borrower, or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit adversely affect its execution or performance of this Agreement. The Client agrees ability to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of perform its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iiiix) it is not necessary under the laws of Japan, the United States of America or any political subdivision or authority thereof or therein in order to ensure the validity, effectiveness and enforceability of this Agreement is legalas against all persons and to make the same enforceable and admissible in evidence in the courts of competent jurisdiction in Japan, valid and binding on the Custodian; (iv) the Custodian is conducting its business United States of America or any political sub-division or authority thereof or therein, that this Agreement or any other instrument relating thereto be filed, registered or recorded in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter any public office or by-laws, nor of elsewhere in any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementmanner; and (vx) the Custodian will submit Borrower has not incurred any obligation for payment to any Affiliate, including Jusco, except for obligations which by their terms are subordinated to any and all claims by the Bank for amounts owing from the Borrower to the Client on an annual basis a copy Bank under the Agreement. (b) Fresh representations and warranties shall be deemed to have been made by the Borrower in the terms of its Report on Policies paragraph (a) of this Section as of each Drawdown Date and Procedures Placed in Operation also representations and Tests warranties shall be deemed to have been made as of Operating Effectiveness" prepared in compliance such date (i) that no event constituting, or which with the requirements giving of Statement notice or the passing of Auditing Standards No. 70 issued by time or both would constitute, an Event of Default has occurred, and (ii) that no material adverse change in the American Institute assets, liabilities or financial condition of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth Borrower or in this Section 4(B) ceases to be true and correct as the operations of any date after the Borrower has occurred since the date hereofof such accounts.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client hereby Pledgor represents, warrants and undertakes to the Custodian Pledgee that: (ia) it is duly organized The Pledgor owns the Shares free and validly existing under clear of any encumbrances. (b) There are no limitations, whether pursuant to the laws statutes of the jurisdiction Company or to any agreement, to the transferability of its organization;the Shares or to the exercise of the voting rights attached thereto. (iic) during This Agreement does not violate any contractual or other obligation binding upon the term Pledgor. (d) The Shares relate to shares (aandelen) of this Agreement it the Company which have been validly issued and fully paid. (and e) On the date hereof, the Pledgor is not in possession of any person on whose behalf it may act as agent material non-public information or otherwise in a representative capacity) has and will continue to haveother insider information concerning the business, operations, key personnel or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out prospects of the transactions contemplated herein, and has taken and will continue to take all action Company or plans for any transaction or matter (including, without limitation, a takeover offer for the obtaining of all necessary governmental consents Company) in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations respect of the Client, and the validity and enforceability of such obligations and the rights securities of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofCompany. (Bf) The Custodian hereby representsShares are listed (in notering opgenomen) on Euronext Amsterdam N.V. by NYSE Euronext. (g) The Pledgor and his spouse do not have their habitual residence in Belgium, warrants they have not chosen Belgian law to govern their matrimonial regime and their first common residence after their wedding was not in Belgium. 4.2 The Pledgor undertakes to the Client thatas follows: (ia) it is duly organized The Pledgor shall not dispose of the Shares or any other Pledged Assets, shall not create any other pledge, charge or encumbrance in respect of the Shares or any other Pledged Assets (irrespective of whether ranking behind the pledge created hereby), and validly existing shall not permit the existence of any such pledge, charge or encumbrance, save as permitted under the laws Put Option Transaction. (b) The Pledgor shall procure that no executory seizure (saisie execution / uitvoerend beslag) is made on the Shares, and that any conservatory seizure (saisie conservatoire / bewarend beslag) thereon is lifted within 30 days of its first being made. (c) The Pledgor shall cooperate with the Pledgee and sign or cause to be signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect the pledge of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement Pledged Assets and to carry out the transactions contemplated herein, provisions and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance purposes of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents8.1 Each of Rebel Group, warrants Pure Heart and undertakes LKK jointly and severally represent and warrant to the Custodian thatLender that as at the date hereof: (i) it is duly organized It/he has the legal right and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to enter into execute and deliver this Agreement and to carry out perform the transactions contemplated hereinhereby, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) actions have been taken to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for authorise the execution, delivery and performance of this AgreementAgreement and all other documents to be executed and delivered by the Company in connection therewith; (viii) except as provided this Agreement constitutes its/his valid and legally binding obligations, enforceable against it/him in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)its/his terms; (viiiii) the Client shall, at all times, be entitled or otherwise duly authorized to deal withexecution and delivery of, and dispose ofthe performance by it of its obligations under this Agreement do not and will not: a) infringe, all or constitute a default under, any part instrument, contract, document or agreement to which it/he is a party or by which it/he or its/his assets are bound; or b) result in a breach of the Propertyany law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body to which it/he is a party or by which it/he or its/his assets are bound, whether through a relevant Clearance System in Singapore, United States or otherwiseelsewhere; and (viiiiv) the Client it/he is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary not insolvent or unable to carry on its business as now conducted; there is no provision of its charter pay its/his debts (including subordinated or by-lawscontingent debts), nor will it/he become so in consequence of entering into this Agreement and/or performing any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of transaction contemplated by this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents8.2 Each of Rebel Group, warrants Pure Heart and undertakes LKK further jointly and severally represent, warrant and undertake to the Client Lender that: (i) it is duly organized the Conversion Shares to be allotted and validly existing under issued pursuant to the laws exercise of the jurisdiction Conversion Right are validly authorised but unissued Shares which Rebel Group shall, on the exercise of its organizationthe Conversion Right by the Lender, have full authority to allot and issue and are not subject to any pre-emptive or other similar rights of Shareholders (and if so subject, such rights shall have been duly waived by all the Shareholders for the time being), and when allotted, issued and paid up pursuant to the terms of this Agreement, will be validly issued and fully paid Shares which will not be subject to further call; (ii) during the term of this Agreement it has Conversion Shares shall be issued free from all Encumbrances and will continue be freely transferable (save to havethe extent restricted in Rebel Group’s constitutional documents and applicable laws and regulations, or will take if any) and shall rank pari passu in all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out respects with all other Shares in issue at the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations time of the Custodian and the validity and enforceability of such obligations and the rights allotment of the ClientConversion Shares (save to the extent, under this Agreementif any, otherwise provided in Rebel Group’s constitutional documents and applicable laws and regulations); (iii) all written information and documents provided by Rebel Group, its officers, representatives and/or its advisers (whether or not included in this Agreement is legal, valid Agreement) are when provided true and binding on the Custodian;accurate in all material aspects and not misleading; and (iv) from the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance date of this AgreementAgreement to the earlier of: (a) the Maturity Date or Extended Maturity Date (as the case may be); and (vb) the Custodian will submit allotment date of the Conversion Shares to the Client on an annual basis a copy of its Report on Policies and Procedures Placed Lender, it/he will promptly notify the Lender in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as writing of any date after changes to the share capital structure of Rebel Group, and the issue or grant of any option, right and/or convertible (whether exercisable now or in future and whether contingent or not) by Rebel Group to call for the allotment, conversion, issue, sale or transfer of any of the Shares. 8.3 The Lender represents and warrants to the Company that as the date hereof: (i) this Agreement has been duly executed and delivered by the Lender and constitutes a valid and legally binding obligation of the Lender, enforceable in accordance with its terms; and (ii) he has full legal right and capacity to execute and deliver this Agreement and perform the transactions contemplated hereby.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, Retail Partner represents and warrants to Company that the execution and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term delivery by Retail Partner of this Agreement it (does not, and any person on whose behalf it may act as agent the performance by Retail Partner of his obligations hereunder will not, with or otherwise in a representative capacity) has and will continue to havewithout the giving of notice or the passage of time, or will take all action necessary both: violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency, applicable to obtainRetail Partner; and / or conflict with result in the breach of any provisions of or the termination of, full capacity and authority or constitute a default under, any agreement to enter into this Agreement and to carry out which the transactions contemplated hereinRetail Partner is a party or by which Retail Partner is or may be bound, and has taken and will continue to take all action (including, without limitation, any non-competition, non-solicitation agreement or similar agreement. Retail Partner further represents and warrants that it fully and completely understands this Agreement and the obtaining of financial requirements and risks associated with the same and that: it has the power, financial and legal capacity to execute, deliver and perform its obligations under this Agreement and all necessary governmental consents in any applicable jurisdiction) corporate, shareholder and other actions have been validly obtained to authorize the such execution, delivery and performance of obligations of the Clientperformance, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is constitutes its legal, valid and binding on obligation, enforceable against it in accordance with its terms; and it has engaged in negotiations with Company and has either consulted with an attorney of his choice or has had ample opportunity to do so and is fully satisfied with the Client; opportunity it has had. Retail Partner hereby represents, agrees and undertakes that: it shall at all times ensure compliance with Applicable Laws, the provisions of this Agreement, Company Rules and instructions provided by Company from time to time; the information provided in the RAF is complete and accurate and if there is any change in such information it shall inform the Company immediately of such change; it shall not provide any Services or collect any amounts from Consumers during the time Company Services, Website and/or Platform are unavailable to Retail Partner at any time and/or for any reason whatsoever. it shall not at any point undertake or facilitate, any cash collection or payment through any officer, employee, agent of the Company and that it is fully aware that it shall be solely responsible for any such cash collection or settlement and shall indemnify and hold harmless the Company from any loss arising out or in relation to such cash transaction/collection; at all times during the term of the Agreement, the Retail Outlets shall comply with the Specifications; all Services shall be provided solely through the Platform and/or Website or are recorded therein and no offline transactions are undertaken and/or no such fake/ false receipts are issued by the Retail Partner for any transaction done by the Retail Partner which are not transacted through Platform and/or Website; at all times during the Term of the Agreement, it shall ensure that no other services of the same and/or similar nature to Services that Retail Partner is authorized to provide by Company;[that the Retail Outlet is utilized solely for the purpose of rendering the Services in accordance with the Agreement] it shall ensure that and shall not cause or permit to be made available in the Retail Outlet: (va) on or prior any material that may not be made available to the execution public under Applicable Law, including without limitation any vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive, derogatory, threatening, harassing, abusive or violent content and/or (b) carry out any activity that is not permitted under Applicable Laws or is reasonably considered to be immoral or against public interest; at all times during the Term of this Agreement, it shall bear all costs and/or incidental expenses including without limitation all fees for application, license fees, charges and Taxes, in relation to the provision of Services and/or operating the Retail Outlet; at all times during the Term of this Agreement, the Client has Retail Outlet shall be open for business during normal business hours, or as permitted by Applicable Laws or such other time period as Company may specify from time to time; Employees it shall be solely responsible for all such personnel employed by him, including payment of wages, making of contributions under Applicable Laws such as the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, etc.; it acknowledges that it shall be solely responsible for all acts and omissions of its employees, subordinates, agents, aforesaid assignees or other personnel engaged by the Retail Partner; it shall make correct and accurate representations of the services offered by Company including Company Services to Consumers; it shall not at any point and to any Person make any communication regarding the services offered by Company unless authorized by Company in writing; it shall, unless otherwise intimated in writing by the Company, follow the instructions provided by BPs with respect to Company Services; it shall immediately inform to Company and the relevant BP of any circumstances that can cause damage to the Custodian certified true copies business, goodwill and reputation of evidence Company; it shall work exclusively for the Company during the Term and shall not provide its services to any other Person, unless so permitted by Company in writing; during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, either individually or through any Person (including through its employees, Affiliates or relatives or in a firm where the Retail Partner or any relative or nominee of the due authorization Retail Partner is a partner, or in any company where the Retail Partner or any relative or nominee of the Retail Partner is a director or shareholder): be appointed as a distributor/ strategic business partner /retail partner for any other Person that is carrying out any business that is same or similar to Competing Business or is in competition to business carried by the Company and/or the Related Entities; and/or engage or be interested (as a stockholder, director, officer, trustee, consultant, or otherwise), either individually or through any Person, in any other business, which undertakes, anywhere in India or elsewhere, any activity, which is competitive with Company’s and/or Related Entities’ business activity without the prior written consent of Company, which Company may withhold at its sole discretion. it shall not encroach upon / solicit business in the territories assigned to other business partners, distributors or retailers of the Company. In the event of disputes between the Retail Partners and any such other business partner of Company, such disputes shall be resolved by an officer appointed by Company in this regard, whose decision shall be final and binding; it shall maintain accurate and proper accounts of all transactions between BP and itself in the form prescribed and updated by Company from time to time; it shall observe proper ethics and transparency in all its actions in the course of provision of the Services and shall not, in any circumstances, take any action or make any statement that may mislead any Person; it shall not provide any discounts on the prices fixed for various products/services by Company except with Company’s prior written consent; it shall promote the sale of Company’s products/services in accordance with the publicity and marketing guidelines issued by Company from time to time; it shall make all efforts to settle any disputes that may arise between itself and Consumers amicably and in the event any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute; it shall be solely responsible for and hereby undertakes to strictly comply with all Applicable Laws in connection with the provision of Services and shall obtain and maintain in full force and effect all Approvals, registrations required under Applicable Laws for the executionoperation of the business and provision of the Services, delivery including the exhibition of sign boards and/or neon/advertising signs, etc., at its expense; it shall ensure regular and performance timely payment and deposit of all Taxes as applicable from time to time with the relevant authorities; it shall obtain Company’s prior written approval for any change in its constitution and/or location of its Retail Outlet and other place of business; it shall use its best endeavours and take such steps as Company may reasonably require to ensure that its management and staff keep confidential the contents of this Agreement and/or all information they obtain about Company’s business which is not available to the general public; it is aware and acknowledge that the services provided by the Company including Company Services is provided on an “as is” and “as available” basis and that the use of Company Services by Retail Partners and/or Consumers is at the Retail Partner’s own risk; it is aware and acknowledge that the Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party including the Financial Services being provided by various service providers through Company Services or Platform or any hyperlinked website or service; and it shall not, without Company’s prior written approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Retail Partner is the agent of Company or do any act, deed or things to bind Company in any way in dealing with any third party(ies). RIGHTS OF THE COMPANY Retail Partner agrees and acknowledges that Company reserves the right to suspend and/or terminate the provision of Company Services if Retail Partner and/or BP has: violated or is likely to violate the terms of this Agreement or any other agreement it has with Company or any of the Company Rules; violated or is likely to violate any of the Applicable Law related to the services provided by it including the Services; and/or provided any false, incomplete, inaccurate or misleading information or otherwise engaged in fraudulent or illegal conduct. Retail Partner agrees and acknowledges that the Company reserves the right to suspend and/or terminate the provision of Company Services: if Company is mandated to do so under Applicable Law and instructions from Governmental Authority; for recovery of any of its dues under the Agreement; ; for any suspected violation of any rules, regulations, orders, directions, notifications issued by Governmental Authority from time to time; for any discrepancy or suspected discrepancy in the particular(s) or documentation provided by Consumers, Retail Partner and/or BP; due to technical failure, modification, up gradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons; due to any act/omission/failure on part of the service provider providing the relevant Financial Services; and/or for any other reason that Company deems appropriate in the best interests of Business. Retail Partner agrees and acknowledges that Company reserves the right at any time to (viwithout notice to Retail Partner) except as provided in Clause 16 of set off and apply any or all sums due and payable by Company to Retail Partner under this Agreement, and/or any or all Property deposited sums of money held in accounts with Company and/or BP against: any or all sums due and payable by Retail Partner to Company under this Agreement; the Custodian shall, at amount of any liability incurred by Retail Partner against Company under this Agreement; any amount erroneously paid to Retail Partner by Company and/or BP; and/or any statutory liability of Retail Partner including payment of applicable Taxes that Retail Partner has failed to pay to the relevant Governmental Authorities. Data Collection and Privacy Retail Partner shall not collect and /or share any data with respect to the Consumers for itself or any other third party. Retail Partner agrees acknowledges that Company shall be the sole owner of all times, data including Consumer data collected /generated under any transaction utilizing the Platform and/or the Company Services; and Company shall be free to share such consumer data with Related Entities. In addition to the foregoing, the Parties agree and acknowledge that the Company may collect financial and other data from all chargesBPs, mortgagesConsumers, pledges or other Retail Partners and may utilize the same for undertaking a credit check through agencies such encumbrances(except as otherwise Credit Information Bureau (India) Limited for the purpose of recommending them for suitable credit facilities to be provided by law); (vii) financial institutions. In relation to the Client shallsame, at all times, Retail Partner: undertakes to assist the Company in collection of such financial data; undertakes to keep such data as a confidential; and agrees and acknowledge that Company is the sole owner of such financial data and that such financial data would be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of a Confidential Information for the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance purpose of this Agreement. The Client All of the information collected by Company Retail Partner is subject to the privacy policy available at Privacy Policy NON SOLICITATION AND NON DISCLOSURE COVENANTS Retail Partner acknowledges that its services hereunder are of a special, unique character, and its strategic business partnership with the Company places it in a position of confidence and trust with customers, suppliers, and other persons and entities with whom the Company have a business relationship. Retail Partner further acknowledges that the rendering of services under this Agreement will likely require the disclosure to the Retail Partner of Confidential Information including Trade Secrets. As a consequence, Retail Partner agrees to inform that it is reasonable and necessary for the Custodian promptly if any statement set forth protection of the goodwill and legitimate business interests of the Company that the Retail Partner makes the covenants contained in this Section 4(A) ceases to be true Clause 10 and correct as of any date after that such covenants are a material inducement for the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority Company to enter into this Agreement and to carry out the transactions contemplated hereinAgreement, and has taken and will continue to take all action (including, without limitation, that the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business covenants are given as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance an integral part of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) The Assignor (i) represents and warrants that (A) The Client hereby representsit is the legal and beneficial owner of the Assignor’s Assigned Interest and such Assigned Interest is free and clear of any Lien or adverse claim or any option, warrants and undertakes warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Assignor to sell, transfer, assign, or otherwise dispose of any Assigned Interest other than to the Custodian that:Assignee, and (B) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and (ii) makes no representation or warranty and assumes no responsibility with respect to (A) any statements, warranties or representations made in or in connection with the Credit Agreement or the other Financing Documents or the execution, legality, validity, enforceability or genuineness, or sufficiency of value of the Credit Agreement, the other Financing Documents, or any other instrument or document furnished pursuant thereto or in connection therewith or (B) the financial condition of any Borrower, any other Loan Party or any Project Party or the performance or observance by any Borrower or any other Person of any of its obligations under the Credit Agreement, any other Financing Document, or any other instrument or document furnished pursuant thereto or in connection therewith. (b) The Assignee (i) represents and warrants that it is duly organized (A) has full power and validly existing authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the laws Credit Agreement and the other Financing Documents, and (B) meets all requirements of the jurisdiction of its organization; an Eligible Assignee, (ii) during acknowledges and confirms that it has received a copy of the term of this Agreement Credit Agreement, each other Financing Document and such other documents and information as it (has deemed appropriate to make its own credit analysis and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority decision to enter into this Agreement and to carry out purchase the transactions contemplated hereinAssigned Interest and assume the Assigned Rights, on the basis of which it has made such analysis and has taken decision independently and will continue to take all action (includingwithout reliance on the Administrative Agent or any other Senior Secured Party, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) agrees that it has authority will, independently and without reliance upon the Administrative Agent, any Borrower, or any other Senior Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to deposit make its own credit decisions in taking or not taking action under the Property received in Credit Agreement or any other Financing Document, (iv) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Custody Account Credit Agreement or the other Financing Documents as are delegated to such Agent by the terms thereof and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made (v) will perform in accordance with this Agreement; and (iv) this Agreement is legal, valid their terms all of the obligations that by the terms of the Financing Documents are required to be performed by it as a Lender. The Assignee further confirms and binding on agrees that in becoming a Lender and in making its Loans under the Client; (v) on or prior to the execution of this Credit Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the executionsuch actions have and will be made without recourse to, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreementor representation or warranty by, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofSenior Secured Party. (Bc) The Custodian hereby represents, warrants and undertakes Assignee further agrees to furnish the Client that: tax form required by Section 4.07(e) (iif so required) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during Credit Agreement no later than the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofEffective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 6.1 The Client hereby representsCompanies, warrants the Seller, and undertakes the Warrantor, jointly and severally, represent, warrant and undertake to the Custodian Purchaser (to the intent that the provisions of this clause shall continue to have full force and effect notwithstanding completion) that: (i) it is duly organized and validly existing under the laws 6.1.1 each of the jurisdiction of its organization; (ii) during Warranties is true and accurate in all respects and not misleading at the term date of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or be true and accurate in all respects and not misleading up to and including the Completion Date; 6.1.2 the Companies and the Seller have and will take all action necessary to obtain, have full capacity power and authority to enter into and perform this Agreement and the Deed of Indemnity which constitute or when executed will constitute binding obligations on them in accordance with their respective terms; 6.1.3 the Sale Shares and the Subscription Shares will constitute 51 PERCENT of the entire issued and allotted capital of the Holding Company, enlarged by the allotment and issuance of the Subscription Shares, on a fully diluted basis, 6.1.4 the Holding Company owns 100 PERCENT of the entire issued and allotted capital of the Company on a fully diluted basis; 6.1.5 there have been no options, warrants, pledges, bonds or any instrument or agreement of the like whatsoever granted to carry out any third party by any of the transactions contemplated hereinSeller in favor of any third party in respect of any shares in the Holding Company; 6.1.6 there is and at completion will be no pledge, lien or other encumbrance on, over or affecting the Sale Shares and there is and at completion will be no agreement or arrangement to give or create any such encumbrance and no claim has taken been or will be made by any person to be entitled to any of the foregoing; 6.1.7 the Seller will be entitled to transfer the full legal and beneficial ownership of the Sale Shares to the Purchaser on the terms of this Agreement without the consent of any third party and the Holding Company will continue be entitled to take all action (including, issue the Subscription Shares without limitationany further consent or approval when issued, the obtaining of all necessary governmental consents in any applicable jurisdiction) subscription shares shall be dully issued and authorized; 6.1.8 the Seller is an "accredited investor" as defined pursuant to authorize the execution, delivery and performance of obligations Regulation D of the ClientSecurities Act of 1933, as amended. The Seller acknowledges that the Escrow Shares have not been registered and are "restricted securities"; 6.1.9 the Company listed in Part I of Schedule 2 are all the present subsidiaries of the Holding Company; 6.1.10 the information in Schedule 2 relating to the Companies is true and accurate in all respects; 6.1.11 the Holding Company is the 100% beneficial owner the shares in the Company free from any encumbrance, and the validity and enforceability of such obligations and Seller is the rights 100% beneficial owner the shares in the Holding Company free from any encumbrance; 6.1.12 the contents of the CustodianDisclosure Letter and of all accompanying documents are true and accurate in all respects and fully, under this Agreementclearly and accurately disclose every matter to which they relate; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence 6.1.13 each of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise Companies are duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized incorporated and validly existing under the laws in its relevant jurisdiction of incorporation; 6.1.14 each of the jurisdiction of its organization; (ii) during Companies will implement all the term of this Agreement it has necessary financial control procedures, certification and will continue to haverepresentation letters, or will take all action necessary to obtainas required by PacificNet's management, full capacity and authority to enter into this Agreement and to carry out audit committee, independent auditor, the transactions contemplated hereinUS SEC, and has taken the USA, Hong Kong and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofChina governments.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby Each Principal Shareholder and the Company represents, warrants and undertakes to the Custodian Pension Scheme Trustees and the PPF that: (a) any information supplied to the Pension Scheme Trustees or the PPF (or their respective advisers) prior to Closing in relation to [the Company] [and its Group Companies] [OR Existing company] [and its Group Companies] or the Business is true, accurate and complete in all material respects; (b) no material information regarding [the Company] [and its Group Companies] [OR Existing company] [and its Group Companies] or the Business has been withheld from the Pension Scheme Trustees or the PPF; (c) Schedule 4 sets out true, accurate and complete details of the salaries and benefits (including any bonus or similar arrangements) payable by any Group Company to each of the Company's shareholders, directors, [employees] or any of their Associates, and such salaries and benefits (save as disclosed in writing to the PPF prior to the date of this Agreement) have not changed since [insert date 6 months prior to first approach to PPF]; (d) the Shares set out in Schedule 2 will together comprise, as at Closing, the entire issued share capital of the Company; and (e) [the only indebtedness due from any Group Company or that any Group Company has agreed to incur is [ ]]; (f) any information supplied to the Pensions Regulator in connection with the issue of any clearance statement by the Pensions Regulator under the Pensions Act is true, accurate and complete in all respects and any application for such a clearance statement does not omit any relevant information; (g) it will not, and will procure that each Group Company will not, engage in any activity, practice or conduct which would constitute a breach of any applicable law or convention relating to the prevention of bribery and corruption including, but not limited to: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organizationXxxxxxx Xxx 0000; (ii) during the term United States Foreign Corrupt Practices Act of this Agreement it 1977 (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementamended); (iii) it has authority to deposit the Property received Convention on Combating Bribery of Foreign Public Officials in the Custody Account International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this AgreementConvention's Commentaries; and (ivh) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinmaintain in place, and will procure that each Group Company has taken and will continue maintain in place, Adequate Procedures designed to take all action prevent any Associated Person from undertaking any conduct that would give rise to an offence under the Bribery Act (including, without limitation, as each such term is defined in the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofBribery Act).

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client Company hereby represents, warrants and undertakes to the Custodian Placing Agent that: (ia) it is duly organized the Unsubscribed Shares shall be allotted and validly existing under issued in accordance with the memorandum of association and bye-laws of the jurisdiction Company, all applicable laws of its organizationHong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid; (iib) during subject to the term fulfillment of this Agreement it (and any person on whose behalf it may act as agent or otherwise the conditions referred to in a representative capacity) Clause 3.1, the Company has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to issue the Unsubscribed Shares and has obtained all the relevant approval(s), consent(s) and license(s) required (if any) for the allotment and issue of the Unsubscribed Shares; (c) the Company has the power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is constitutes legal, valid and binding on obligations of the ClientCompany which shall be enforceable against the Company in accordance with its terms and condition; (vd) on or prior the Company undertakes to indemnify the execution of this AgreementPlacing Agent, its delegates, affiliates and the Client has provided sub-placing agents and their respective directors, employees, officers and shareholders (collectively referred to as the Custodian certified true copies of evidence “Indemnified Persons”) and to hold each of the due authorization for Indemnified Persons fully and effectively indemnified on a continuing basis against all losses, liabilities, damages, costs, charges and reasonable expenses (including but without limitation, legal fees, liabilities, costs and expenses), claims, actions, investigations, demands, proceedings, regulatory enquiries or judgment which may be brought, incurred or suffered or alleged or threatened to be brought against or incurred or suffered by any or all of the executionIndemnified Persons as a result of, delivery and performance or arising out of, or in relation to, any misrepresentation or alleged misrepresentation or any breach or alleged breach of this Agreement; (vi) except as provided any of the aforesaid representations, warranties or agreements of the Company in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law4.1(a) to (c); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viiie) no claim shall be made against any or all of the Client is conducting its business in substantial compliance with all applicable laws and requirementsIndemnified Persons by the Company to recover any damages, both state and federallosses, and has obtained all regulatory licensesclaims, approvals and consents necessary costs, charges or reasonable expenses which the Company may suffer or incur by reason of or arising from the carrying out by or on behalf of the Placing Agent of the work to carry on its business as now conducted; there is no provision be done by it pursuant hereto or the performance of its charter obligations hereunder or byotherwise in connection with the Placing except for any loss or damage directly resulting from any fraud, wilful default or gross-lawsnegligence as finally adjudged on the part of the relevant Indemnified Persons by a competent court in Hong Kong or as a result, nor of directly or indirectly, from non-compliance by the Placing Agent or any mortgage, indenture, credit agreement or other contract binding on it or affecting sub-placing agent with its property which would prohibit its execution or performance of obligations under this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) 4.2 The Custodian Placing Agent hereby represents, warrants and undertakes to the Client Company that: (ia) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is constitutes legal, valid and binding on obligations of the CustodianPlacing Agent which shall be enforceable against the Placing Agent in accordance with its terms and condition; (ivb) in each jurisdiction in which the Custodian is conducting its business Placing Agent solicits subscription for the Unsubscribed Shares, the Placing Agent will do so in substantial compliance accordance with all applicable laws, rules and regulations in force in such jurisdiction. The Unsubscribed Shares shall not be offered to or placed in circumstances which would constitute an offer to the public in Hong Kong within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or in any other place or in any manner in which the securities laws, rules or regulations of any place may be infringed or not complied with; (c) no action has been or will be taken directly or indirectly in any jurisdiction that would result in a public offering of the Unsubscribed Shares and neither it nor persons acting on its behalf will offer or sell any Unsubscribed Shares otherwise than in compliance with applicable laws and requirements, both state and federalregulations in each jurisdiction in which any such offer or sale takes place, and has obtained all regulatory licenseswithout prejudice to the generality of the foregoing, approvals as the Unsubscribed Shares have not been and consents necessary will not be registered under the Securities Act of the United States (the “Securities Act”), they may not be offered, sold, transferred and delivered within the United States except pursuant to carry an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and accordingly the Unsubscribed Shares have not been and will not be offered or sold to a buyer in the United States, except to those persons it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act). Neither it nor any person acting on its business behalf has engaged or will engage in any directed selling efforts in the United States (as now conducted; there is no provision defined in Regulation S under the Securities Act) or any form of general solicitation or general advertising (each as used in Rule 5.02(c) of Regulation D under the Securities Act) with respect to the Unsubscribed Shares; (d) the Placing Agent will use its charter best endeavours and make all reasonable enquiries to ensure that the Placees and their respective ultimate beneficial owners (if applicable) will be third parties independent of, and not connected with or by-lawsacting in concert with, nor the Company, its connected persons (as defined under the Listing Rules) and their respective associates (as defined under the Listing Rules); (e) the Placing Agent will use its best endeavours and make all reasonable enquiries to ensure that none of the Placees will, immediately upon the Completion, become a substantial shareholder (as defined under the Listing Rules) of the Company; (f) the Placing Agent will make available and promptly supply, or use its best endeavours to procure the relevant Placees to make available and promptly supply, to the Stock Exchange and the SFC or any mortgageother relevant authority all information in relation to the Placees which may be required by the Stock Exchange, indenturethe SFC and/or such other authority; (g) the Placing Agent will ensure the fulfillment and compliance of all applicable rules and regulations of the Stock Exchange and if applicable, credit agreement or other contract binding on it or affecting the rules and codes of the SFC in relation to its property which would prohibit role as placing agent for the Placing, and will issue appropriate written confirmation of such fulfillment and compliance upon request by the Company and/or the relevant authority; (h) the Placing Agent and its execution or performance of this Agreementultimate beneficial owners are Independent Third Parties; and (vi) before Placing Agent engages sub-placing agent(s) to place the Custodian Unsubscribed Shares, it will submit confirm with the Company and such sub- placing agent(s) that these sub-placing agent(s) and their ultimate beneficial owners are Independent Third Parties and that they are independent of and not acting in concert with the Underwriter and parties acting in concert with it. 4.3 Each party to this Agreement undertakes that, save for the Client on an annual basis a copy of its Report on Policies Announcement and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared any other disclosure as may be required to be made in compliance with the requirements of Statement of Auditing Standards No. 70 issued Listing Rules or any other applicable laws, rules and regulations and/or as may be required by the American Institute relevant authority, no announcements, press releases or other general public disclosure in relation to the Placing shall be made by any of Certified Public Accountantsthem without the prior written consent of the other party (such consent shall not be unreasonably withheld or delayed). 4.4 The representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth warranties and undertakings contained in this Section 4(B) ceases Clause are deemed to be true given as at the date of this Agreement and correct shall be deemed to be repeated on the Completion Date as if given on such date with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. Each party hereto hereby undertakes to notify the other party to this Agreement of any date after matter or event coming to its attention which may render any of the date hereofrepresentations, warranties or undertakings untrue or inaccurate or misleading in any material respect at any time prior to the Completion Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants You represent and undertakes warrant to the Custodian and undertake that: (ia) it is You are a corporation, partnership or other entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization;in which you are organized, and are qualified to act as a broker-dealer in the states or other jurisdictions in which you transact business. (iib) during The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for your lawful execution and delivery of this Agreement and your performance hereunder have been obtained. (c) Upon execution and delivery by you, and assuming due and valid execution by us, this Agreement will constitute a valid and binding agreement, enforceable against you in accordance with its terms. (d) You are familiar with Rule 15c2-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), Section 4(3) of the Securities Act of 1933 (the “Securities Act”) and Section 24(d) of the Investment Company Act relating to the distribution and delivery of preliminary and final prospectuses and agree that you will comply therewith if applicable to you and that you will deliver a prospectus and any supplements to all customers for whom you accept an order for purchase of Class C Shares provided we have previously provided you with such prospectus and supplements. You agree to deliver to any purchaser whose Class C Shares you are holding as record holder any prospectus supplements, copies of the annual and interim reports and proxy solicitation or other materials relating to the Class C Shares as soon as reasonably practicable, provided we have previously provided you with such items. In connection with a repurchase offer for Class C Shares of the Fund, you agree to deliver or cause to be delivered to each person to whom any such offer is made, a copy of the Repurchase Offer Notice as soon as reasonably practicable provided we have provided you with such Notice. Additional copies of the Prospectus, SAI, annual or interim reports, proxy solicitation materials and Repurchase Offer Notice of the Fund will be supplied to you as you reasonably request. You further agree to transmit repurchase requests from your customers to the Fund or its transfer agent or other designee. Upon your receipt from a customer of an order for the purchase of Class C Shares of the Fund, you shall send to the customer a written confirmation of the transaction that satisfies the requirements of Rule 10b-10 under the Exchange Act. In addition, upon our receipt of payment for Class C Shares of the Fund ordered from us through or by you, we shall send to the customer a written confirmation of such transaction; provided, however, that we shall not send such confirmation to the customer in such cases where you are the record owner of such Class C Shares or where we have agreed with you that we shall not send such confirmation to the customer. (e) You will obtain from each customer to whom you sell Class C Shares of the Fund any taxpayer identification number certification required under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. (f) You are a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and in making sales to comply with the provisions of Sections 2730, IM-2730, 2740, IM-2740, 2750 and IM-2750 of the Conduct Rules of the National Association of Securities Dealers, Inc. (g) You agree that you will maintain the registrations, qualifications and memberships referred to in paragraphs (a) and (f) in good standing and in full force and effect throughout the term of this Agreement it if required by applicable law. (and any person on whose behalf it may act as agent or otherwise in a representative capacityh) has and will continue You undertake to have, or will take all action necessary comply with respect to obtain, full capacity and authority your offering of Class C Shares of the Fund to enter into the public pursuant to this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws provisions of the Securities Act, the Exchange Act and requirements, both state the Investment Company Act and federalthe rules and regulations thereunder and with the applicable rules of FINRA, and has obtained all regulatory licenses, approvals you will indemnify and consents necessary hold us harmless against any liabilities (including costs of investigation and defense) to carry on its business as now conducted; there is no provision which we become subject in respect of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance your breach of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) 6 unless it is duly organized and validly existing under the laws as a result of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, our negligence or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofwillful misconduct.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client Company hereby represents, warrants and undertakes to the Custodian Placing Agent that: (a) all necessary authorisations, consents and approvals (including without limitation in the PRC, in the United States and in Hong Kong and the approval of the CSRC for the issue of the Placing Shares), save for the satisfaction of the condition under Clause 2.5, have been obtained to enable the Placing Shares to be issued and listed on the Stock Exchange by the Company, the Company has power under its constitutional documents to permit its entry into this Agreement and the Placing in the manner set forth herein and this Agreement (and its performance) has been duly authorised (such authorisation remaining in full force and effect) and executed by the Company and constitutes legally binding obligations of the Company, and in entering into this Agreement the Company does not do so in breach of any existing obligation or applicable legislation and/or any rules and regulations; (b) the Placing Shares will be issued fully paid up and ranking pari passu in all respects with the other H Shares in issue as at the Placing Completion Date, including the right to receive all dividends and distributions which may be declared made or paid after the Placing Completion Date and will be issued free and clear of all liens, encumbrances, equities or other third party rights; (c) the information contained in Recitals (A) and (B) is true and accurate; (d) neither the Company, nor any of its affiliates (as defined in Rule 405 under the Securities Act), or any person acting on its or their behalf (other than the Placing Agent or any of its affiliates as to which no representation is made) has engaged, or will engage, in any “directed selling efforts” (as defined in Regulation S) with respect to the Placing Shares; (e) all statements of fact contained in the Placing Announcement other than those relating to statements as to the independence of placing agents and placing investors for which the Placing Agent is responsible are true and accurate in all material respects and are not misleading in any material respect in the form and context in which they appear, all expressions of opinion, intention or expectation contained therein are made on reasonable grounds and are truly and honestly held by the directors of the Company and are fairly based, all forecasts, and estimates therein are honest and fair and there are no other facts omitted the omission of which makes any such statement or expression in the Placing Announcement misleading in any material respect or which are or might be material in the context of the Placing; (f) all material information (whether oral, written, electronic or in any other form) supplied by the Company or any of its officers, directors, employees or advisers, for the purpose of or in connection with the Placing, and all information and records of the Company supplied or published by the Company for dissemination to the public (including annual reports, statutory filings and registrations) were, when supplied or published, true and accurate in all material respects and not misleading. With respect to all the Previous Announcements, all statements of fact contained therein were true and accurate in all material respects and were not misleading in any material respect and all expressions of opinion or intention contained therein were made on reasonable grounds and were truly and honestly held by the directors of the Company and were fairly based and there were no other facts omitted so as to make any such statement or expression in any of the Previous Announcements misleading in any material respect or which would or might have been material in the context in which the Previous Announcements were made; (g) the consolidated balance sheet of the Group as at the Accounts Date and the consolidated profit and loss account of the Group for the financial year ended on that date (including the notes thereto) as set out in the annual report and accounts of the Group for the year ended on the Accounts Date (collectively, the “Accounts”) together gave a true and fair view of the state of affairs of the Group as at the Accounts Date and of the profits or losses of the Group for the financial year ended on that date and were prepared in accordance with generally accepted accounting principles in Hong Kong consistently applied; the results stated in the Interim Announcement were prepared in accordance with generally accepted accounting principles in Hong Kong consistently applied (and generally on a basis consistent with the consolidated profit and loss account of the Group for the financial year ended on the Accounts Date) and the results stated in the Interim Announcement fairly state the results of the Group for the six months ended on the Interim Accounts Date; (h) save as disclosed in the Placing Announcement or the Previous Announcements, since the Accounts Date, the business of the Group has been carried on in the ordinary and normal course and no contracts or commitments of an unusual or unduly onerous nature have been entered into by any member of the Group; there has been no material depletion in the net assets of the Group taken as a whole; and there has been no material adverse change, nor any development reasonably likely to involve a prospective material adverse change, in the financial or trading position or prospects of the Group taken as a whole; (i) it save as disclosed in the Placing Announcement or the Previous Announcements, neither the Company nor any of its Subsidiaries is engaged in any litigation, arbitration or governmental proceeding which (individually or in aggregate) may have or have had during the twelve months preceding the date hereof a material adverse effect on the financial or trading position or prospects of the Group or which individually or collectively are material for disclosure in the context of the Placing and no such litigation, arbitration or proceeding is threatened or pending; nor, to the best of the knowledge, information and belief of the directors of the Company are there any circumstances which may give rise to any such litigation, arbitration or proceeding; (j) so far as the directors of the Company are aware after reasonable enquiries and to the best of their knowledge, no circumstances or events have arisen or occurred or are likely to arise or occur such that any person is (or could, with the giving of notice and/or lapse of time and/or fulfilment of any condition and/or the making of any determination, become) entitled to repayment of any material indebtedness prior to its due date for payment by any member of the Group, or to take any step to enforce any security for any such indebtedness of any member of the Group and no person to whom any indebtedness for borrowed money of any member of the Group which is payable on demand is owed has demanded or threatened to demand repayment of the same; no member of the Group is party to or under any obligation which is material and which is of any unusual or unduly onerous nature; neither this Agreement nor the Placing will constitute or give rise to a breach of or default under any agreement or other arrangement to which the Company or any other member of the Group is party or give rise to any rights of any third party in respect of any assets of the Group; (k) so far as the directors of the Company are aware after reasonable enquiries and to the best of their knowledge, the Company is not in material breach of any rules, regulations or requirements of the Stock Exchange, NYSE, regulatory authority or governmental agency or its listing agreement made with the Stock Exchange (and, without limiting the foregoing, all announcements required to be made by the Company under or in accordance with any such rules, regulations or requirements, or pursuant to such listing agreement, have been duly organized made); the Company has complied and will comply with all other applicable rules, regulations and other requirements material or relevant to the transactions contemplated by this Agreement (including rules governing restrictions on and/or disclosure of dealings); (l) the Company has adopted a code for transactions in its securities by its directors no less stringent than the Model Code for Securities Transactions by Directors of Listed Companies set out in the Listing Rules and such Code has been and will be fully complied with in connection with the Placing; (m) the Company will make all appropriate disclosures pursuant to, and will comply in all respects with, the Listing Rules, the Hong Kong Code on Takeovers and Mergers and the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) in connection with the Placing; (n) each member of the Group has been duly incorporated and is validly existing under the laws of the jurisdiction of its organizationincorporation; without limiting the foregoing, no person has any outstanding warrant, option, pre-emptive right or any other right of any description to require Shares to be allotted or issued by the Company; (iio) during the term of this Agreement it Company is a foreign private issuer (and any person on whose behalf it may act as agent or otherwise defined in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out Rule 405 under the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this AgreementSecurities Act); (iiip) the Company will promptly provide the Placing Agent, at its reasonable request, with all such information known to it has authority or which on reasonable enquiry ought to deposit be known to it relating to the Property received Group as may be required by the Placing Agent in connection with the Custody Account Placing for the purpose of complying with any applicable law, regulation or direction (including the establishment of any defence to any action under any of the same, whether relating to due diligence or otherwise) or any requirement of the Stock Exchange, the NYSE, the SFC, the SEC or any other applicable regulatory body; (q) the Company is not aware of any circumstances whereby the listing of the H Shares and Placing Shares will be suspended (other than suspension resulting from any delay in clearance of the Custody Cash Account Placing Announcement in connection with the Placing by the Stock Exchange), cancelled or revoked; (r) so far as the directors of the Company are aware after reasonable enquiries and to the best of their knowledge, there is no claim order, decree or encumbrances judgement of any court or governmental agency or regulatory body outstanding or anticipated against the Company and/or any of its Subsidiaries nor is there any investigation or enquiry by any governmental agency or regulatory body outstanding or anticipated against the Company and/or its Subsidiaries which may have or has had a material adverse effect upon the financial position of the Company and/or any its Subsidiaries or which is material in the context of the Placing; (s) neither the Company nor any of its affiliates (as defined in rule 501(b) of Regulation D under the Securities Act) nor any person acting on its or their behalf has taken, directly or indirectly, any action designed to cause or result in, or that adversely effects has constituted or which might reasonably be expected to cause, or to result in, the stabilisation in violation of applicable laws or manipulation of the price of any delivery security of the Company to facilitate the sale or payment resale of Property made the Placing Shares; (t) the Placing Shares are not of the same class (within the meaning of Rule 144A under the Securities Act) as securities listed on a national securities exchange registered under section 6 of the Exchange Act or quoted in accordance with a United States automated inter-dealer quotation system; (u) Within the six months preceding the date of this Agreement; and , neither the Company, nor any person acting on its behalf has offered or sold to any person any Shares or any securities of the same or a similar class as the Placing Shares. The Company will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (ivas defined in rule 902 under the Securities Act) of any Shares or any substantially similar securities issued by the Company, within six months subsequent to the date on which the distribution of the Placing Shares has been completed (as notified to the Company and the Vendors by the Placing Agent), is made under restrictions and other circumstances reasonably designed to ensure that any such offer or sale will not affect the status of the offer and sale of the Placing Shares in the United States and to U.S. persons contemplated by this Agreement is legal, valid and binding on as transactions exempt from the Clientregistration provisions of the Securities Act; (v) on or prior to the execution of this AgreementCompany is not, the Client has provided to the Custodian certified true copies of evidence and as a result of the due authorization for offer and sale of the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all timesPlacing Shares contemplated herein will not, be free from all charges, mortgages, pledges or other such encumbrances(except an investment company (as otherwise provided by lawdefined in the Investment Company Act); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viiiw) the Client Company is conducting its business in substantial compliance with all applicable laws and requirements, both state and federalnot, and has obtained all regulatory licensesas a result of the offer and sale of the Placing Shares will not, approvals and consents necessary to carry on its business be a foreign personal holding company or a passive foreign investment company for the purposes of the United States Internal Revenue Code of 1986, as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofamended. (B) 4.2 The Custodian hereby Placing Agent represents, warrants and undertakes to the Client that:Company that no action has been taken to permit a public offering on the Placing Shares in any jurisdiction where action would be required for such purpose. In particular, (a) United States Terms used in this Section have the meanings given to them by Regulation S. The Placing Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons”, and are being offered and sold in an “offshore transaction” in accordance with Regulation S. The Placing Agent represents that it has offered and sold the Placing Shares and agrees that it will offer and sell the Placing Shares (i) it is duly organized as part of their distribution at any time and validly existing under the laws of the jurisdiction of its organization; (ii) otherwise until 40 days after the later of the commencement of the offering and the Placing Completion Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Placing Shares and it and they have complied and will comply with the offering restrictions requirement of Regulation S. The Placing Agent agrees that, at or prior to the Placing Completion Date, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Placing Shares from it during theistribution compliance period a confirmation or notice to substantially the term following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of this Agreement 1933 (the “Securities Act”) and may not be offered, sold or resold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date of the offering, except in either case in accordance with Regulation S. Terms used above have the meanings given to them by Regulation S under the Securities Act.” The Placing Agent represents that it has not entered and agrees that it will continue to have, or will take all action necessary to obtain, full capacity and authority to not enter into this Agreement and any contractual arrangement with any distributor (as that term is defined in Regulation S) with respect to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, distribution or delivery and performance of obligations of the Custodian and Placing Shares, except with its affiliates or with the validity and enforceability of such obligations and the rights prior written consent of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofCompany.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, 10.1 Each Party represents and warrants and undertakes to the Custodian other Party that: (ia) it is duly organized has the power to execute and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of deliver this Agreement and to perform its obligations under it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take taken all action necessary to obtain, full capacity authorise execution and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and the performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementits obligations; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (ivb) this Agreement is constitutes legal, valid and binding on the Client; (v) on or prior to the execution obligations of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided that Party in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiseits terms; and (viiic) the Client is conducting its business in substantial compliance with all applicable laws and requirementsauthorisations, both state and federallicences or consents from, and has obtained all regulatory licensesnotices or filings with, approvals and consents any relevant Regulator or other governmental or other authority that are necessary to carry on enable it to execute, deliver and perform its business obligations under this Agreement have been obtained or made (as now conducted; there is no provision the case may be) and are in full force and effect and all conditions of its charter each authorisation, licence, consent, notice or by-lawsfiling have been complied with. 10.2 TO THE EXTENT APPLICABLE, nor of any mortgageEXCEPT AS EXPRESSLY PROVIDED HEREIN, indentureALL DATA, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this AgreementPRODUCTS, AND INVENTIONS, IF ANY, PROVIDED, SUBMITTED OR GENERATED HEREUNDER BY PRIMA OR PRIMA [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. The Client agrees City Hospital – Prima Apheresis and CVac™ Agreement Page 11 PERSONNEL, IS PROVIDED, SUBMITTED OR GENERATED, AS APPLICABLE, “AS-IS” WITH NO WARRANTY OF ANY KIND, AND ALL SUCH WARRANTIES THEREIN, WHETHER STATUTORY, EXPRESS OR IMPLIED (AND INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS), ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW. Nothing in this section shall be deemed to inform the Custodian promptly if reduce or affect in any statement way Prima’s indemnification obligations set forth in this Section 4(A) ceases Agreement. Except with respect to be true and correct as of its indemnification obligations explicitly set forth herein, Prima shall have no liability to The City Hospital or The City Hospital Personnel for any date after the date hereof. (B) The Custodian hereby representslost profits, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to havelost opportunities, or will take all action necessary to obtainconsequential, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinspecial, and has taken and will continue to take all action (includingincidental, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter indirect or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofpunitive damages.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 10.1 The Client Customer hereby represents, warrants and undertakes to the Custodian Bank that: (ia) it is duly organized and validly existing under the laws of Customer has the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full legal capacity and authority to enter into and perform this Agreement Addendum; (b) the Customer has full power and authority to carry out perform the transactions contemplated hereinobligations and grant the authorizations under the provisions in this Addendum and if the Customer is a company Customer, the Customer has taken all necessary action or corporate action to authorize the performance of such obligations and the grant of such authorizations; (c) the Customer has obtained and is in compliance with all necessary and appropriate consents, approvals and authorizations for the purposes of its entry into and performance of this Addendum; (d) information supplied by the Customer is correct, accurate, complete and up to date. The Customer will notify the Bank promptly in the event of any material change of information provided; (e) the Customer has sufficient knowledge and experience to understand the nature and risks of Overseas Securities; (f) no one, other than the Customer, has an interest in his Overseas Securities Account and Overseas Settlement Account; (g) the Customer's entry into and performance of this Addendum will not violate any Applicable Laws and Regulations; (h) there is no claim or encumbrance over the assets held in the Overseas Securities Account and the Overseas Settlement Account other than those given in favour of the Bank; and (i) the Customer is not domiciled or resident and is not located in a country where there is any restriction or limitation on the Customer's purchase, sale, disposal or otherwise transfer and holding of any Overseas Securities. If the Customer becomes subject to any restrictions or limitations (whether by reason of a change of domicile, residence or otherwise), the Customer shall inform the Bank immediately. 10.2 The Customer further represents and warrants the following: (a) the Customer does not reside in and is not domiciled in and was not formed or organized in, and is not a citizen of: Afghanistan, Angola, Belarus, Central African Republic, Cote d'lvoire (Ivory Coast), Cuba, Democratic People's Republic of Korea (North Korea), Democratic Republic of the Congo, Iran, Iraq, Libya, Nauru, Nigeria, Sierra Leone, Somalia, South Sudan, Sudan, Syria, Crimea region of Ukraine, Zimbabwe or a country or region that has taken been sanctioned by the Hong Kong government or an agent thereof; (b) the Customer is not a senior political figure of a non- Hong Kong or non-Chinese government unless otherwise informed to the Bank; (c) the Customer is not on the sanction lists issued by a Financial Action Task Force country, including but not limited to the Specially Designated Nationals And Blocked Persons List issued by the U.S. Department of Treasury's Office of Foreign Assets Control and the Consolidated Sanction List issued by the United Nations Securities Council; (d) the Customer is trading solely on his own behalf and not on behalf of another person whether as a nominee, trustee, fiduciary or otherwise (unless permitted under Applicable Laws and Regulations and notified to the Bank); and (e) the source of funds and source of wealth of the Customer and any transfers and transactions through the Overseas Securities Account and Overseas Settlement Account are for legitimate purposes. (f) The above representations and warranties shall be deemed to be repeated immediately before each transaction or dealing is carried out for or any service is provided to the Customer or on the Customer's behalf. 10.3 If the Customer is aware that any of the above representations and warranties will continue or may become incorrect, the Customer must give prior notice to take the Bank immediately upon the Customer becoming aware of the same, and before such representations and warranties become incorrect. The Customer must also notify the Bank immediately if any of the above representations and warranties has become incorrect. 10.4 Without limitation to any provisions in the Master Terms and Conditions, upon the Bank receiving notice from the Customer that any of the above representations and warranties may become incorrect, or if any of the above representations and warranties has become incorrect: (a) the Bank shall be entitled, at its sole and absolute discretion, to dispose of all action Overseas Securities and other assets held by the Customer, suspend the services provided hereunder and / or charge the Customer all fees, charges, costs and expenses incurred or to be incurred by Bank from time to time to ensure compliance by the Bank, its agents or Service Providers with all Applicable Laws and Regulations arising from or in connection with the above (including, without limitation, all fees, charges, costs and expenses incurred to make all the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize filings with the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreementrelevant authorities); and (ivb) this Agreement is legalthe Customer shall immediately upon request by the Bank withdraw all Overseas Securities and other assets from the Overseas Securities Account, valid and binding on do / or execute any act, deed, document which the Client;Bank may require in connection therewith. 10.5 The Customer shall fully indemnify the Bank (vfor itself or as trustee for its affiliates, directors, employees or agents, "Indemnified Persons") on against all claims, actions, liabilities (whether actual or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence contingent) and proceedings against any of the due authorization for Indemnified Persons and bear any losses, costs, charges or expenses (including legal fees) which the execution, delivery and performance Indemnified Persons may suffer or incur arising from or in connection with or resulting from any breach by the Customer of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws above representations and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofwarranties. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client Assignor hereby represents, warrants guarantees and undertakes to the Custodian thatAssignee the following: (ia) it is duly organized that the Assignor shall not and validly existing under has never assigned or charged the laws Special Loan Account in favour of any third party, and the Assignor shall not without the prior written consent of the jurisdiction of its organizationAssignee sell, assign, charge or mortgage the Special Loan Account; (iib) during that the term of this Agreement it (and any person on whose behalf it may act as agent Assignor shall do or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations every request or instruction of the Client, Assignee from time to time for the purpose of effecting this Deed and the validity and enforceability of such obligations and the all rights of the Custodian, under this AgreementAssignee herein; (iiic) it has authority that the Assignor at any time and from time to deposit time, shall do and fully comply with all requests of the Property received Assignee to forward all relevant instruments, documents and records required to the Assignee to enable the Assignee to obtain full benefits under this Deed; (d) that in the Custody event any claims or remedies intended to be assigned under this Deed is invalid or unenforceable by the Assignee, the Assignor shall make the necessary claims and remedies under its own name in respect of the Assigned Sum and shall immediately deliver whatever monies received by the Assignor to the Assignee and until the said monies are delivered to the Assignee, the same shall be kept in trust in favour of the Assignor; (e) that the Assignor has and shall ensure and shall carry out all its obligations under any contract between the Assignor and the Security Account Bank relating to the Special Loan Account and shall not do or omit any act which will result in the Custody Cash Security Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this AgreementBank terminating the said contract; and (ivf) this Agreement is legalthat the Assignor shall not, valid and binding on without the Client; (v) on prior written consent of the Assignee first having been obtained, agree to amend, vary or prior modify any contract relating to the execution Special Loan Account between the Assignor and the Security Account Bank or to release the Security Account Bank from any obligation or to waive any breach of this Agreementcontract, the Client has provided or to the Custodian certified true copies of evidence allow any act or negligence of the due authorization for Security Account Bank which shall cause breach of contract or agree to any claims caused by or relevant to any contract between the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian Assignor and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary Security Account Bank relating to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofSpecial Loan Account.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 BVI-A hereby represents, represents and warrants and undertakes to the Custodian thateach other Party: (ia) it is duly organized incorporated and validly existing under the laws of the jurisdiction of British Virgin Islands and has full power, authority and legal rights to own its organizationassets and carry on its business; (iib) during the term of this Agreement it (has full power, authority and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinperform its obligations hereunder, and has taken this Agreement will constitute valid and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of legally binding obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreementon it; (iiic) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided Agreement by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client thatwill not: (i) result in any breach of any provision of its constitutional documents or of any agreement or arrangement to which it is a party or by which it is bound; and (ii) result in a breach of any order, judgment or decree of, or undertaking to, any court, government or statutory authority, agency or regulatory body or its equivalent (including, without limitation, any relevant stock exchange or securities commission) to which it is bound. (d) the execution, delivery and performance of this Agreement by it does not require any material action, or consent or approval by, or any material filing with, any governmental body; (e) it is, and will be on the Completion Date, the legal and beneficial owner of one hundred and one (101) ordinary shares of BVI-C, and, on the Completion Date, is and will be legally and beneficially entitled to sell and transfer the full legal and beneficial ownership of the aforesaid ordinary shares of BVI-C in accordance with the terms of this Agreement, free from any Encumbrances and together with all rights, benefits and entitlements now and hereafter attaching thereto as at the Completion Date and thereafter; (f) no person has the right, whether exercisable now or in the future and whether contingent or not, to call for the sale or transfer of the one hundred and one (101) ordinary shares of BVI-C held by BVI-A under any option or other agreement (including conversion rights and rights of pre-emption) and there are no Encumbrances and agreement or commitment to give or create any such Encumbrance on the aforesaid ordinary shares of BVI-C held by BVI-A; (g) BVI-C is duly organized incorporated and validly existing under the laws of the jurisdiction of British Virgin Islands and has full power, authority, and legal rights to own its organizationassets and carry on its business; (iih) during BVI-C is not insolvent or bankrupt under the term laws of this Agreement its jurisdiction of incorporation, is not unable to pay its debts as they fall due, and has not proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (if any) (or any group of them) would receive less than the amounts due to them, and there are no Insolvency Proceedings in respect of BVI-C and no events have occurred which would justify such Insolvency Proceedings being commenced; and (i) BVI-C is not engaged in any material litigation or arbitration proceedings, whether as plaintiff or defendant, and there are no proceedings, pending or threatened, either by or against BVI-C, nor are there any circumstances which are likely to give rise to any litigation or arbitration proceedings. (collectively, “BVI-A’s Warranties”) 5.2 BVI-B hereby represents and warrants to each other Party: (a) it is duly incorporated and validly existing under the laws of the British Virgin Islands and has full power, authority and legal rights to own its assets and carry on its business; (b) it has full power, authority and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinperform its obligations hereunder, and has taken this Agreement will constitute valid and will continue to take all action legally binding obligations on it; (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdictionc) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;Agreement by it will not: (iiii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business result in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no any breach of any provision of its charter constitutional documents or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on arrangement to which it is a party or affecting its property by which would prohibit its execution or performance of this Agreementit is bound; and (vii) result in a breach of any order, judgment or decree of, or undertaking to, any court, government or statutory authority, agency or regulatory body or its equivalent (including, without limitation, any relevant stock exchange or securities commission) to which it is bound. (d) the Custodian execution, delivery and performance of this Agreement by it does not require any material action, or consent or approval by, or any material filing with, any governmental body; (e) it is, and will submit be on the Completion Date, the legal and beneficial owner of one hundred and one (101) ordinary shares of BVI-C, and, on the Completion Date, is and will be legally and beneficially entitled to sell and transfer the full legal and beneficial ownership of the aforesaid ordinary shares of BVI-C in accordance with the terms of this Agreement, free from any Encumbrances and together with all rights, benefits and entitlements now and hereafter attaching thereto as at the Completion Date and thereafter; (f) no person has the right, whether exercisable now or in the future and whether contingent or not, to call for the sale or transfer of the one hundred and one (101) ordinary shares of BVI-C held by BVI-B under any option or other agreement (including conversion rights and rights of pre-emption) and there are no Encumbrances and agreement or commitment to give or create any such Encumbrance on the aforesaid ordinary shares of BVI-C held by BVI-B; (g) BVI-C is duly incorporated and validly existing under the laws of the British Virgin Islands and has full power, authority, and legal rights to own its assets and carry on its business; (h) BVI-C is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due, and has not proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (if any) (or any group of them) would receive less than the amounts due to them, and there are no Insolvency Proceedings in respect of BVI-C and no events have occurred which would justify such Insolvency Proceedings being commenced; and (i) BVI-C is not engaged in any material litigation or arbitration proceedings, whether as plaintiff or defendant, and there are no proceedings, pending or threatened, either by or against BVI-C, nor are there any circumstances which are likely to give rise to any litigation or arbitration proceedings. (collectively, “BVI-B’s Warranties”) 5.3 The Purchaser hereby represents and warrants each other Party: (a) the Purchaser is duly incorporated and validly existing under the laws of the Cayman Islands and has full power, authority and legal rights to own its assets and carry on its business; (b) the Purchaser has full power, authority and capacity to enter into this Agreement and to perform its obligations hereunder, and this Agreement will constitute valid and legally binding obligations on it; (c) the execution, delivery and performance of this Agreement by the Purchaser will not: (i) result in any breach of any provision of its constitutional documents or of any agreement or arrangement to which it is a party or by which it is bound; or (ii) result in a breach of any order, judgment or decree of, or undertaking to, any court, government or statutory authority, agency or regulatory body or its equivalent (including, without limitation, any relevant stock exchange or securities commission) to which it is bound; and (d) the execution, delivery and performance of this Agreement by the Purchaser does not require any material action, or consent or approval by, or any material filing with, any governmental body. (collectively, the “Purchaser’s Warranties”) 5.4 BVI-A’s Warranties, BVI-B’s Warranties and the Purchaser’s Warranties are given at the date hereof and shall be deemed to be repeated immediately before and at Completion with reference to the Client on an annual basis a copy facts and circumstances subsisting at that time. 5.5 Each Party acknowledges and accepts that they have entered into this Agreement in reliance upon BVI-A’s Warranties, BVI-B’s Warranties and/or the Purchaser’s Warranties (as the case may be). 5.6 Each of its Report on Policies BVI-A’s Warranties, BVI-B’s Warranties and Procedures Placed in Operation the Purchaser’s Warranties shall be separate and Tests independent, and shall not be limited by reference to any other provision of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofAgreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (Aa) The Client hereby represents, Buyer represents and warrants to Seller and undertakes to the Custodian Escrow Agent that: : (i) it is duly organized Buyer has full power, authority and validly existing under legal right to enter into and engage in the laws transactions contemplated by this Stock Pledge Agreement and has taken or obtained all necessary corporate and other action to authorise the execution and performance of the jurisdiction of its organization; this Stock Pledge Agreement; (ii) during the term of this Stock Pledge Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is constitutes legal, valid and binding on the Client; obligations of Buyer enforceable in accordance with its terms; (viii) on or prior to neither the execution of this AgreementStock Pledge Agreement nor the performance of any of its obligations or the exercise of any of its rights hereunder will conflict with or result in a breach of any law, regulation, judgment, order, authorisation, agreement or obligation applicable to it or cause any limitation placed on it or the Client has provided powers of its directors to the Custodian certified true copies be exceeded; (iv) all authorisations required from any governmental or other authority or from any shareholders or creditors of evidence of the due authorization Buyer for or in connection with the execution, delivery validity and performance of this Agreement; Stock Pledge Agreement have been obtained and are in full force and effect; (v) Buyer is the sole beneficial owner of the Pledged Collateral and is the legal owner of the Pledged Collateral; (vi) except as provided in Clause 16 of this Agreementno mortgage, all Property deposited with the Custodian shallcharge, at all timespledge, be free from all chargeslien, mortgagesencumbrance, pledges hypothecation or other such encumbrances(except as otherwise provided by law); security interest or security arrangement of any kind (viicollectively, “Charge”) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, exists over all or any part of the PropertyPledged Collateral (except as created under this Stock Pledge Agreement); (b) Buyer undertakes and agrees with Seller throughout the continuance of this Stock Pledge Agreement and so long as the Secured Obligations or any part thereof remains owing or un-discharged that Buyer will (i) not create or attempt to create or permit to arise or exist and Charge over all or any part of the Pledged Collateral or any interest therein or otherwise assign, whether through a relevant Clearance System deal with or otherwisedispose of all or any part of the Pledged Collateral (except under this Stock Pledge Agreement; (ii) not grant in favour of any other person any interest in or any option or other rights in respect of any of the Pledged Collateral; (iii) procure that the Company shall not issue or resolve or agree to issue or grant any option or other right to acquire shares to any person other than Seller (and subject always to this Stock Pledge Agreement); (iv) at all times remain the beneficial owner of the Pledged Collateral; (v) procure that no amendment or supplement is made to the memorandum or articles of association of the Company which may have an adverse effect on the security created hereunder; (vi) not do or cause or permit to be done anything which may in any way jeopardise the value of Seller’s security hereunder; and (viiic) Buyer agrees that all the Client is conducting its business cost in substantial compliance connection with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance the registration of this Agreement. The Client agrees Stock Pledge Agreement at the Hong Kong Companies Registry shall be borne by Buyer, up to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as a limit of any date after the date hereofHK$10,000. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 Each party hereby represents, represents and warrants and undertakes to the Custodian other party that: (ia) it is duly organized It has the corporate and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent legal power or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, deliver and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of perform its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior hereunder according to the execution terms of this Agreement, the Client and that it has provided taken all necessary corporate and legal or other actions to the Custodian certified true copies of evidence of the due authorization for the execution, delivery authorize its entry into and performance of this Agreement; (vib) except as provided This Agreement constitutes legal, valid and binding obligation, enforceable in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)its terms and conditions; (viic) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, The execution and/or performance of this Agreement does not and dispose of, all or will not contravene any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter Articles of Association and Bye-Laws or by-lawsany other equivalent constitutional documents, nor of does not and will not violate any mortgage, indenture, credit agreement applicable laws or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws regulations of the jurisdiction of its incorporation or organization;, and does not and will not conflict with or result in a breach of any contract, agreement or other obligation to which it may be bound; and (iid) All consents, approvals, licenses, permits, authorizations, declarations, filings and registrations necessary for the due execution, delivery, and performance of this Agreement have been obtained or effected, and all such consents, approvals, licenses, permits, authorizations, declarations, filings and registrations remain in full force and effect during the term of this Agreement. 5.2 Without prejudice to the generality of foregoing provisions in Clause 4 above, during the term of this Agreement and thereafter until ELIXIR has repossessed the Machines : (a) the VENUE OWNER undertakes that it has and will continue to have, or will take all action reasonable care and security control of the EGT Areas and ELIXIR undertakes that the Machines shall be kept in good and serviceable condition (reasonable fair wear and tear and deficiency, defect or break down arising from normal usage excepted) and since ELIXIR has the legal title to the Machines, ELIXIR shall insure the Machines against loss of or damage to the Machines howsoever caused (including those loss or damage caused by the negligence of ELIXIR’s staff or agent); (b) the VENUE OWNER represents that the business in the EGT Areas has obtained all necessary governmental or third party’s permissions, licences (including but not limited to obtainrelevant gaming license), full capacity permits, approvals and authority consents and undertakes to use its best endeavours to keep such permission, licences, permits, approvals and consents effective throughout the term of this Agreement and each party undertakes to the other that it will comply with all applicable laws in relation to the operation of the Machines at the EGT Areas; (c) each of the VENUE OWNER and ELIXIR undertakes to each other that it will not and will procure their respective employees or agents not to, make or cause or permit to be made any alteration, amendment, modification or addition to the Machines, or any part or component (except maintaining and/or repairing of the Machines as set out in sub-clause (d) of this Clause 5.2) thereof without the approval of the Machines Operation Committee and that any such alteration or modification, if approved by the Machines Operation Committee, of whatsoever kind shall belong to and become the property of ELIXIR and form part of the Machines; (d) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, carry out any repair and/or maintenance works to the Machines by itself unless such repair and/or maintenance works are performed by ELIXIR’s technician; or (ii) with the presence of/ under the instructions of ELIXIR’s technician; (e) the VENUE OWNER undertakes that it will permit ELIXIR and any technical persons nominated by ELIXIR to enter into this Agreement the EGT Areas at any reasonable time so as to inspect and/or repair the Machines, if necessary and to carry enable ELIXIR and its authorised personnel to perform its obligations or exercise its rights hereunder (including but not limited to the carrying out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian relevant audit pursuant to Clause 1.5(a)(iii) and/or Clause 3.3 and the validity overseeing of the collections and enforceability counting of such obligations monies from the drops of the Machines pursuant to Clause 3.2 and the rights of the Client, under this AgreementCollection Procedure); (iiif) this Agreement is legal, valid each of the VENUE OWNER and binding on ELIXIR undertakes to the Custodian; (iv) other that it will not use or permit the Custodian is conducting its business Machines to be used in substantial compliance contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Machines are not designed or reasonably suitable. Each party also undertakes to the other that it will comply with all applicable laws and requirementsgovernmental regulations in relation to the operation of the Machines at the EGT Areas and neither party shall conduct any illegal or dishonest gaming activities at the EGT Areas, both state including but not limited to money laundering or resort of facilitate directly or indirectly to dishonest means to manipulate any gaming activities; (g) ELIXIR undertakes that, unless with the prior approval of the VENUE OWNER it will not sell or offer for sale, assign, mortgage, pledge, create any charge, lien or encumbrances, sub-let or lend out the Machines or in any way part with the Machines or any interest therein provided that such approval from the VENUE OWNER shall not be withheld if the mortgage, pledge or creation of lien or other encumbrances is for the purpose of obtaining financing by ELIXIR from licensed banks; (h) the VENUE OWNER and federalELIXIR undertakes to each other that it will punctually pay, if applicable, their respective own license fees, service charges, taxes, levies and has obtained all regulatory licensesother outgoings or payments for the carrying on the gaming machine business in the EGT Areas. For the avoidance of doubt, approvals and consents necessary the VENUE OWNER shall, to carry on the extent within its business as now conducted; control, ensure that there is no provision electricity, gas and water supply to the EGT Areas and shall be solely responsible for paying (if applicable) the electricity, gas, water and other utilities charges, property tax and related duties in respect of NagaWorld and more particularly, the EGT Areas; (i) the VENUE OWNER undertakes that it will not and will procure its charter employees or by-lawsagents not to, nor of move the Machines or any mortgagepart thereof from the EGT Areas to other location without ELIXIR’s prior consent in writing; (j) ELIXIR warrants that all the Machines used for the operation in the EGT Areas have been fully paid for and the Machines are not subject to any charge, indenturelien or encumbrances (subject to Clause 5.2(g) above, credit agreement foreclosure or other contract binding on it any court proceedings , any litigation or affecting its property which would prohibit its execution or performance claims by any third party; (k) The VENUE OWNER undertakes and warrants that during the term of this Agreement, it will not transfer its Gaming License (as defined in Recital B above) to any other entity; (l) in respect of the EGT Areas, the VENUE OWNER undertakes and agrees that apart from housing the Machines provided by ELIXIR, the Chinese Restaurant Area shall also contain the following facilities and/or reasonably sufficient spaces for the following functions : (i) a treasury cage; (ii) a snack bar capable of providing hot food; and (viii) a resting area with at least four tables allowing customers and patrons to rest and eat; (m) ELIXIR undertakes and warrants that the Machines provided are of reasonable working conditions for the purpose of the business, and shall use its reasonable endeavours in providing upgrade (if deemed necessary by the Machines Operation Committee under the relevant circumstances) to the bxxx validators for the purpose of differentiating and rejecting any counterfeit notes and coins, and should indemnify and compensate the VENUE OWNER in respect of all losses, damages (other than the loss of goodwill, prospective profits or anticipated income), charges and expenses incurred or suffered by the VENUE OWNER due to machine malfunctions, system errors, damages, skimming or the like which are caused by any negligence or default of ELIXIR. For the avoidance of doubt, any failure or omission in detecting counterfeit notes or coins or other schemes of illegal or dishonest gaming activities by any of the Machines, related systems or equipment provided or supplied by ELIXIR hereunder shall not be regarded as negligence or default on the part of ELIXIR. In the case of discovery of counterfeit notes or coins, the parties agree that the responsibility or the apportionment of loss shall be discussed and approved by the Machines Operation Committee on a case by case basis. After any installation of the Machines at the EGT Areas or any part thereof, the VENUE OWNER shall, in the presence of ELIXIR’s representative(s), inspect the working conditions of the relevant Machines and the related equipment and systems provided by ELIXIR for the slot operation at the EGT Areas and shall accept the same in good faith. 5.3 The parties further agree that : (a) in relation to the area adjacent to the Chinese Restaurant Area, which is described as the “Main Casino Hall” in the floor plan attached hereto (the “Adjacent Area”), the VENUE OWNER shall : (i) ensure that for a period from the Effective Date to 30th September 2011, the Adjacent Area will be used as gaming floor for traditional table games (but not electronic gaming machines or other purposes unless the VENUE OWNER has first offered, by written notice, such area to ELIXIR for its placement and operation of Machines under this Agreement [(without prejudice to the generality of Clause 5.3(c) below)]. Upon receipt of such written notice, ELIXIR shall have one month to consider the offer. Upon written acceptance made by ELIXIR, the Adjacent Area shall be regarded as part of the Lounge Area and ELIXIR shall be entitled to place Machines at such area (subject to approval of the relevant lay-out plan by the Machines Operation Committee as contemplated under Clause 1.8(c) above) as it deems appropriate (provided always that the total number of operating Machines on all EGT Areas as a whole does not exceed 640 seats). In case ELIXIR fails to respond within the said one month period, or prior to expiration of the said one month period, indicates by written notice that it has no intention to operate and manage Machines at the Adjacent Area, then the VENUE OWNER shall freely exploit and make use of the Adjacent Area); and (ii) ensure that the Adjacent Area shall at all times during the term of this Agreement, has a passage way accessing to the Chinese Restaurant Area. (b) ELIXIR may station its selected crew of Floor Staffs at the EGT Areas, PROVIDED ALWAYS THAT such personnel do not, in the reasonable opinion of VENUE OWNER, in any way affect, hinder, influence or obstruct the proper running of the casino operations at the EGT Areas or any part thereof, and PROVIDED ALWAYS THAT the VENUE OWNER shall be entitled at any time by way of 30 days’ advance written notice to refuse entry of any such person(s) to the premises of Nagaworld, with valid reason stated for such refusal. In case ELIXIR has any objection to such notice, it shall raise the same with the Machines Operation Committee and the matter shall be discussed and resolved by the Machines Operation Committee accordingly. (c) the Custodian VENUE OWNER agrees that if during the term of this Agreement, there is any other suitable and available areas for operation of electronic gaming machines on the lobby floor of NagaWorld (collectively “Suitable Area”), the VENUE OWNER will submit first offer, by written notice, to ELIXIR for including the Suitable Area or any part thereof as part of the Lounge Area and permit ELIXIR to operate and manage its Machines there pursuant to the Client terms of this Agreement. Upon receipt of such written notice, ELIXIR shall have two months to consider the offer (save that ELIXIR shall only have a one month period to consider if the Suitable Area is the Adjacent Area or any part thereof in accordance with Clause 5.3(a)(i) above). Upon written acceptance made by ELIXIR, the Suitable Area or the relevant part thereof shall be regarded as part of the Lounge Area and ELIXIR shall be entitled to place Machines at such area (subject to approval of the relevant lay-out plan by the Machines Operation Committee as contemplated under Clause 1.8(c) above) as it deems appropriate (provided always that the total number of operating Machines on an annual basis all EGT Areas as a copy whole does not exceed 640 seats). In case ELIXIR fails to respond within the said two month period, or prior to expiration of the said two month period, indicates by written notice that it has no intention to operate and manage Machines at the Suitable Area or the relevant part thereof, then the VENUE OWNER shall freely exploit and make use of the Suitable Area or the relevant part thereof (including but not limited to turning the same for table games). 5.4 Each of the VENUE OWNER and ELIXIR hereby warrants that it shall indemnify, defend and save harmless from the other, from and against all claims, lawsuits, losses, damages and expenses arising out of or resulting from any breach or inaccuracy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsrelevant representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement warranties or undertakings set forth out in this Section 4(B) ceases to be true and correct as of any date after the date hereofAgreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, 7.1 Seller represents and warrants and undertakes to the Custodian thatfollowings: (ia) it Seller is a company duly organized and validly existing under the laws of the jurisdiction ROC and with the resolution of its organization; (ii) during the term Board of this Agreement Directors and shareholders stated in above, it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity corporate power and authority to enter into execute and deliver this Agreement and to carry out consummate the transactions contemplated hereinhereby. Seller further represents and warrants that no other authorizations, licenses, consents, approvals or permits are required for the sale of the Property and has taken the performance of its obligations hereunder in the ROC and will continue to take all action there is no insolvency, bankruptcy, reorganization, dissolution or liquidation involving Seller; (includingb) The execution of this Agreement by Seller constitutes legal, without limitationvalid and binding obligations against Seller and is enforceable against Seller; (c) The execution of this Agreement by Seller and the performance of its obligations hereunder does not violate or result in breach of or constitute a default under any applicable laws and regulations, its articles of incorporation, any effective rulings, judgments or arbitral awards applicable against Seller, any orders issued by the obtaining of all necessary governmental consents competent authorities or courts, or any contracts binding on Seller; (d) There are no judicial or administrative actions, proceedings or investigation pending or in process in any applicable jurisdiction) to authorize court, government agency, arbitral tribunal and other competent dispute settlement agency that will have a material adverse effect on the execution, delivery execution and performance by Seller of its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iiie) it Seller is the owner of the Property and has full power and authority to deposit sell and transfer the ownership of the Property received to Buyer without subject to any contractual or legal restriction; e.g., third parties’ right of first refusal; (f) As of Closing Date, Seller’s ownership of the Property is free from any Title Encumbrance except the lease agreement to be entered between Buyer and Seller; (g) There is no controversy or dispute relating to the Property or the Land, whether or not arising from or in connection with the boundary lines between the Land and any of its adjacent land; (h) Until the “Title Transfer Date” (the date that the ownership of the Property is duly transferred to and registered in the Custody Account name of Buyer free from Title Encumbrance) or the Closing Date, whichever is later, the Property (including the soil and ground water) has not been contaminated by any pollution, nor contains any toxic or harmful substance; therefore, nothing in the Custody Cash Account Property will cause any pollution or contain any harmful substance in any place above or under the ground (including the soil and there ground water) and in any other adjacent land; if any pollution is no discovered, Buyer shall be entitled to claim or encumbrances that adversely effects any delivery or payment of Property made and all other remedies in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on Seller shall be liable for the Clientremoval and cleaning of such pollution sources at its own cost and expense; (vi) on or prior The Property, especially referring to the execution Selling Building, the associated materials used therein and the equipment installed thereto, is absolutely free from any sea sand and/or radioactive and other poisonous pollutant, and the Property thereof, does not have any defect which will cause any loss or reduction of its value, or its expected or normal function, and will operate and function well upon transfer of its risks; (j) There are no judicial or administrative actions, proceedings or investigation pending or in process in any court, government agency, arbitral tribunal and other competent dispute settlement agency involving the Property; (k) The zoning, usage, operation, management and maintenance of the Property are not in violation of any ROC laws including but not limited to those governing the building construction, building safety, fire control, emergency escape, environment, public safety that will have material adverse effect on this Agreement and all relevant licenses, permits and approvals required for the use of the Property have been obtained and such licenses, permits and approvals are valid as of the Delivery Date; (l) Seller has not received any notice from court or relevant government authority asserting that the use, operation, management or maintenance of the Property violates relevant laws, decrees, orders or notices that will have a material adverse effect on this Agreement, and the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this AgreementProperty; (vim) except as provided in Clause 16 As of the signing of this AgreementAgreement and the Closing Date, all Property deposited with there is no other agreement in writing or oral for the Custodian shalllease, at all timespurchase, be free from all charges, mortgages, pledges occupancy or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or use of any part of the Property, whether through a relevant Clearance System except for the Lease Agreement and the existing lease agreement between Buyer and Seller; (n) Seller has not breached and will not breach any terms and conditions in any contracts with respect to the operation and maintenance of the Property; (o) Seller has purchased and maintained proper and adequate insurance on the Property, including without limitation an all-risk property insurance policy (including public liabilities insurance) covering the full replacement cost of the Selling Building, and its personal properties on the Property; (p) There are no other illegal or otherwisenon-compliant works on the Property; (q) Except as otherwise expressed in this Agreement, all representations and warranties of Seller under this Section 7.1 and elsewhere in this Agreement are true, accurate and complete from the date of execution of this Agreement till the Closing Date; and (viiir) Seller has disclosed the Client is conducting its business complete conditions of and/or related to the Property to Buyer. 7.2 Seller undertakes the followings: (a) Seller hereby agrees not to cause any delay to the transfer of the Property to Buyer and the registration of the Property, as applicable, in substantial compliance the name of Buyer; (b) As of the Execution Date until the Closing Date, Seller agrees not to add any new illegal construction works on the Property. Seller shall be responsible for all loss, damage, costs and expenses arising from any of the Works and shall indemnify Buyer for any loss, damages, cost and expense incurred therefrom; (c) Prior to the Closing Date, Seller shall manage, operate and maintain the Property with all applicable laws the same degrees of care as a “Good Administrator” as defined in the Civil Code of ROC should do; (d) Damage between the Execution Date and requirementsthe Closing Date to the building Seller should take the responsibility to fix it; (e) From the Execution Date until the Closing Date, both state no agreements for the lease, occupancy or use of the Property shall be entered into without the prior written consent of Buyer; (f) Seller hereby agrees to assume warranty responsibility in respect of the building structure of the Building and federal, warranty responsibility in respect of the mechanical and has obtained all regulatory licenses, approvals electrical systems and consents necessary to carry on its business as now conducted; there is no provision devices installed in the Property effective from the date of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance Execution Date of this Agreement. The Client Agreement ; and (g) Seller hereby agrees that upon the contemplated completion of the title transfer herein, Buyer is entitled to inform install or dismantle any logo or the Custodian promptly if like adhered or fixed, prior to the Closing Date, to the surface of the Building without being liable for any statement set forth in this Section 4(A) ceases loss or damage so incurred to be true and correct as of Seller or any date after the date hereofother party. (B) The Custodian hereby 7.3 Buyer represents, warrants and undertakes to the Client thatfollowings: (ia) it Buyer is a company duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it ROC and has and will continue to have, or will take all action necessary to obtain, full capacity corporate power and authority to enter into execute and deliver this Agreement and to carry out consummate the transactions contemplated hereinhereby. Buyer further represents and warrants that no other authorizations, licenses, consents, approvals or permits are required for the sale of the Property and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of its obligations of hereunder in the Custodian ROC and the validity and enforceability of such obligations and the rights of the Clientthere is no insolvency, under this Agreementbankruptcy, reorganization, dissolution or liquidation involving Buyer; (iiib) The execution of this Agreement is by Buyer constitutes legal, valid and binding on the Custodianobligations against Buyer and is enforceable against Buyer; (ivc) The execution of this Agreement by Buyer and the Custodian is conducting performance of its business in substantial compliance with all applicable obligations hereunder do not violate relevant laws and requirementsregulations, both state its articles of incorporation, any contracts binding on Buyer, any effective rulings, judgments or arbitral awards applicable against Buyer or any orders issued by the competent authorities or courts; (d) To Buyer’s knowledge, there are no judicial or administrative actions, proceedings or investigations pending or in process in any court, government agency, arbitral tribunal and federal, other competent dispute settlement agency that will have a material adverse effect on the execution and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision performance by Buyer of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of obligations under this Agreement; and (ve) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, Except as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth otherwise expressed in this Agreement, all representations and warranties of Buyer under this Section 4(B) ceases to be 7.3 and elsewhere in this Agreement are true and correct as of any date after accurate from the date hereofof execution of this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 19.1 You hereby (Aand will, each time that you submit a Notification to us, be deemed to) The Client hereby representsrepresent and warrant to us that: (a) you have disclosed to us every material fact or matter which you know, warrants and undertakes or ought to the Custodian thathave known, might influence us in deciding whether or not to: (i) it is duly organized enter into or continue operating this Agreement; and validly existing under the laws of the jurisdiction of its organization;/ or (ii) during set or vary the term of this Agreement it (Funding Limit; and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement;/ or (iii) it has authority classify any Debt as Approved or Disapproved; and / or (iv) accept any person as an indemnifier or guarantor of your liabilities to deposit us; and (b) all reports, accounts, records, data and information supplied to us by you are accurate and complete; and (c) you are the Property received owner of all the Debts and, except as disclosed to us in writing prior to the Custody Account and Commencement Date, there are no Encumbrances affecting any of the Custody Cash Account Debts and there is no claim agreement for the sale or encumbrances that adversely effects the creation of any delivery or payment Encumbrance over any of Property made in accordance with this Agreementsuch Debts; and (ivd) this Agreement is legal, valid all information supplied by you to us was and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified will be true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiseaccurate; and (viiie) you will take reasonable care in the granting of credit and will not, without our prior written consent, materially change your credit control procedures from those in place at the Commencement Date; and (f) you are properly registered under the Data Protection Act 2018 and that you will maintain that registration in full force and effect. 19.2 The warranty in Condition 19.1(a) above includes, but is not limited to, any past Insolvency of your directors or shareholders or of any company in which they have been interested or of any disqualification at any time of any of your directors or any shadow directors (as defined by the Insolvency Act 1986) from acting as a director. 19.3 You represent and warrant to us, in relation to each Notified Debt, that: (a) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary Contract giving rise to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client thatthat Debt: (i) it is duly organized valid, binding and validly existing under enforceable against the laws of the jurisdiction of its organization;Customer; and (ii) during was entered into in the term ordinary course of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining your business on your Standard Terms of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement;Business; and (iii) this Agreement is legal, valid and binding on the Custodiangoverned by English law or such other law approved by us in writing; (iv) does not provide for the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary Customer to carry on its business as now conducted; there is no provision of its charter or by-laws, nor submit to the jurisdiction of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementcourt apart from the English Courts; and (v) does not include any prohibition against assignment of the Custodian will submit Debt or of the whole or any part of the Contract; and (vi) provides for payment in an Approved Currency; and (vii)is not regulated by the Consumer Credit Act 1974. (b) In relation to the Client relevant Customer: (i) such Customer has an established place of business in England or Wales; and (ii) such Customer is not Insolvent; and (iii) such Customer is not an Associate of yours; and (c) the Customer (or the person having the duty to administer the estate of an Insolvent Customer) will pay not less than the Notified Amount of the Debt (but allowing, if agreed by us in advance, a prompt payment discount not exceeding five per cent) by not later than the expiry of the Recourse Period; (d) no right to a Deduction exists or will exist in respect of the Debt; (e) the Customer will not dispute the Customer’s obligation to pay the Notified Amount of the Debt; (f) prior to performance of the Contract, you have taken all reasonable steps to ascertain the creditworthiness of the Customer and have advised us of any adverse information known to or discovered by you; (g) the Debt is not a Non-Notified Debt; (h) to the extent that a Debt is a Customer Protected Debt, it is not a Debt that is insured under a policy of credit insurance taken out by you; (i) the Goods, free of Encumbrances, have been Delivered; (j) you have no obligations to the relevant Customer and there are no contracts between you and that Customer, other than a Contract; (k) the relevant Contract has been performed and the Debt has become due; (l) the Debt has not been previously Notified to us; (m) the Contract does not allow the Customer to return the Goods; (n) the Contract will be performed (and the Debt is payable) in England or Wales; (o) the details of the Customer recorded in the relevant Invoice are true and accurate, that your VAT number is included legibly on an annual basis a copy of its Report on Policies each Invoice and Procedures Placed that each Invoice complies in Operation and Tests of Operating Effectiveness" prepared in compliance all respects with the requirements Companies Act 2006 and all relevant VAT laws and regulations; (p) you hold all licences, permissions and authorities you need to enter into and perform the Contract; (q) the Invoice and any statement of Statement account relating thereto bears notice of Auditing Standards No. 70 issued assignment of the Debt to us in the form required by us if so required; (r) each Debt is a bona fide Debt, each Notification solely contains bona fide Debts within the ambit of and compliant with Conditions 19.3(a) to (q) ) above; and that an Invoice has been raised and despatched to the Customer in respect of each Debt prior to its Notification to us; and (s) if the Goods are to be exported you have complied with all such formalities (if any) for the export of the Goods; (t) the Goods and the invoice for them have been Delivered and the Debt has arisen from a Contract entered into by you in the normal course of your business as described in Section 1 of the Key Terms (Nature of your Business) and that the Contract: (i) provides for payment to be made in a currency of a state or territory as set out in Section 1 of the Key Terms (Approved Currencies of Payment) on terms not more liberal than those described in Section 1 of the Key Terms (Payment Terms agreed with Customers); (ii) is governed by the American Institute law of Certified Public Accountants, a state or territory shown in Section 1 of the Key Terms (Laws Governing Contracts; (iii) is otherwise as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth approved by us in this Section 4(B) ceases to be true writing; and correct as of any date after the date hereofyou will not vary that Contract except with our written consent.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 2.1 Each of MOXC and the Borrower represents, warrants and undertakes to the Lender that: (Aa) It is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the requisite corporate power to own its properties and to carry on its business as now being conducted; and (b) This Agreement has been duly authorized, executed and delivered by it, and is the valid and binding, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, or principles of equity. It has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations thereunder. (c) The Client execution, delivery and performance of this Agreement will not: (i) result in a violation of its Articles of Incorporation and Bylaws (or equivalent constitutive document) (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which it is a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Borrower or MOXC or by which any of its property or asset or affected except for those which could not reasonably be expected to have a material adverse effect on its assets, business, condition (financial or otherwise), results of operations or its future prospects taken as a whole. 2.2 The Lender hereby represents, warrants and undertakes to the Custodian thatBorrower and Moxian: (ia) it is duly organized and validly existing under The Lender has the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full legal capacity and authority to enter into and perform this Agreement and to carry out purchase the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the Shares. The execution, delivery and performance of this Agreement; (vi) except as provided Agreement by the Lender and the consummation by Lender of the transactions contemplated hereby have been duly contemplated and understood by the Lender. This Agreement has been duly authorized, executed and delivered by Lender and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of Lender, enforceable against Lender in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofterms thereof. (Bb) The Custodian Lender hereby represents, warrants and undertakes to the Client thatacknowledges: (i) That it is duly not, a "U.S. Person" (as defined below) as of the date hereof: (A) Any natural person resident in the United States (B) Any partnership or corporation organized and validly existing or incorporated under the laws of the United States; (C) Any estate of which any executor or administrator is a U.S. person; (D) Any trust of which any trustee is a U.S. person; (E) Any agency or branch of a foreign entity located in the United States; (F) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (G) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and (H) Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited RHL Stockholders (as defined in Rule 501(a) of Regulation D promulgated under the 1000 Xxx) who are not natural persons, estates or trusts. For the purpose of this section, "United States" or "U.S." means the United States of America, its organization;territories and possessions, any State of the United States, and the District of Columbia. (ii) during as of the term execution date of this Agreement Agreement, it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out is not located within the transactions contemplated hereinUnited States, and has taken and will continue to take all action (includingit is not purchasing the Conversion Shares for the account or benefit of any U.S. Person, without limitation, except in accordance with one or more available exemptions from the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations registration requirements of the Custodian and Securities Act of 1933, as amended (the validity and enforceability of such obligations and the rights of the Client, under this Agreement"1933 Act") or in a transaction not subject thereto; (iii) this Agreement is legalit will not resell the Conversion Shares except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary Shares thereto), valid pursuant to a registration statement under the 1933 Act, or pursuant to an available exemption from registration; and binding on agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Custodian1933 Act; (iv) it will not engage in hedging transactions with regard to shares of MOXC prior to the Custodian is conducting its business expiration of the distribution compliance period specified in substantial Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with all applicable laws the 1933 Act; and requirementsas applicable, both state shall include statements to the effect that the securities have not been registered under the 1933 Act and federalmay not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the 1933 Act, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there or an exemption from the registration requirements of the 1933 Act is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; andavailable; (v) No form of "directed selling efforts" (as defined in Rule 902 of Regulation S under the Custodian 1933 Act), general solicitation or general advertising (within the meaning of Regulation D under the 1000 Xxx) in violation of the 1933 Act has been or will submit to be used nor will any offers by means of any directed selling efforts in the Client on an annual basis a copy United States be made by the Lender or any of its Report on Policies and Procedures Placed representatives in Operation and Tests of Operating Effectiveness" prepared in compliance connection with the requirements offer and sale of Statement the Shares or the Conversion Shares. (c) The Lender understands and agrees that the Conversion Shares are "restricted securities" and have not been registered under the 1933 Act or any applicable state securities laws by reason of Auditing Standards Notheir issuance in a transaction that does not require registration under the 1933 Act, and that such Conversion Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. 70 issued by The Lender understands that it is not anticipated that there will any market for the American Institute resale of Certified Public Accountantsthe Shares or the Conversion shares. (d) The Conversion Shares shall bear the following or similar legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES ACT") OR OTHER APPLICABLE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, RULE 901 THROUGH RULE 905, AND PRELIMINARY SHARES UNDER THE 1933 SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 SECURITIES ACT." (e) The Lender is not any of the following: (i) a promoter (as defined under Rule 405 of the Securities Act of 1933, as it may be amended from time to time. The Custodian agrees to inform amended) for the Client promptly if any statement set forth in this Section 4(BBorrower or MOXC; or (ii) ceases to be true and correct as a shareholder who owns more than 5% of any date after the date hereofsecurities of the Borrower or MOXC.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents5.1 SIH represents and warrants that it is a Corporation domiciled in the state of Florida whose address is 0000 XX 00 Xxxxxx Xxxxx, Xxxxxxx 00000. SIH further represents and warrants and undertakes to as of the Custodian Effective Date that: (ia) it is duly organized and validly existing under has the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority right to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the ClientMOU, and the validity authority and enforceability of such capacity to perform all its obligations and the rights of the Custodian, under this AgreementMOU; (iiib) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment all of Property made in accordance with its obligations under this AgreementMOU are enforceable against it; and (ivc) the person signing this Agreement is legal, valid and binding MOU on its behalf has on the Client;date of the signature of this MOU, full powers and authority required to sign this MOU. 5.2 SIH undertakes that: (va) on or prior to it will perform its obligations under this MOU and carry out all its activities in connection with this MOU in accordance with all laws, ordinances, rules, and regulations bearing upon the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of its obligations under this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwiseMOU; and (viiib) it will not take any action, including (but not limited to) making any public statements, that may impair or diminish any rights of WFP under this MOU, or that may undermine the Client is conducting its business goodwill associated with WFP’s name. 5.3 SIH will inform WFP in substantial compliance with all applicable laws writing promptly upon becoming aware of any event which breaches any representation or undertaking set out in this MOU. 5.4 SIH represents and requirements, both state and federalwarrants to WFP as of the Effective Date, and has obtained all regulatory licensesfurther undertakes during the Term, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (ia) SIH does not tolerate, nor shall it tolerate, any form of forced or compulsory labour, nor is duly organized and validly existing under it engaged in, nor shall it engage in, any practice inconsistent with human rights, including the laws rights set forth in the Convention on the Rights of the jurisdiction of its organizationChild; (iib) during the term of this Agreement SIH does not engage in, nor shall it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitationengage in, the obtaining sale or manufacture of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreementantipersonnel mines or cluster bombs or their components; (iiic) this Agreement SIH is legalnot engaged in, valid and binding on nor shall it engage in, either directly or indirectly, terrorism, or the Custodianfinance or support of terrorism or the provision of goods or services to suppliers engaged in such activities; (ivd) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federalSIH has taken, and has obtained all regulatory licensesshall continue to take, approvals and consents necessary appropriate measures to carry on its business as now conducted; there is no provision prevent sexual exploitation or abuse of anyone by it or by any of its charter employees, or by-lawsany other person who may be engaged by SIH to perform any provision hereof; (e) SIH does not operate, nor has it been operating, nor shall it operate, in violation of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this AgreementUnited Nations Security Council sanctions; and (vf) the Custodian will submit to the Client on an annual basis a copy no officials of WFP have received or shall be offered by SIH any direct or indirect benefit arising from this MOU or its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofexecution.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 4.1 The Client Company hereby represents, warrants and undertakes to the Custodian Placing Agent that: (ia) it is duly organized the Unsubscribed Shares shall be allotted and validly existing under issued in accordance with the memorandum of association and bye-laws of the jurisdiction Company, all applicable laws of its organizationHong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid; (iib) during subject to the term fulfillment of this Agreement it (and any person on whose behalf it may act as agent or otherwise the conditions referred to in a representative capacity) Clause 3.1, the Company has and will continue to have, or will take all action necessary to obtain, full capacity power and authority to issue the Unsubscribed Shares and has obtained all the relevant approval(s), consent(s) and license(s) required (if any) for the allotment and issue of the Unsubscribed Shares; (c) the Company has the power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is constitutes legal, valid and binding on obligations of the ClientCompany which shall be enforceable against the Company in accordance with its terms and condition; (vd) on or prior the Company undertakes to indemnify the execution of this AgreementPlacing Agent, its delegates, affiliates and the Client has provided sub-placing agents and their respective directors, employees, officers and shareholders (collectively referred to as the Custodian certified true copies of evidence “Indemnified Persons”) and to hold each of the due authorization for Indemnified Persons fully and effectively indemnified on a continuing basis against all losses, liabilities, damages, costs, charges and reasonable expenses (including but without limitation, legal fees, liabilities, costs and expenses), claims, actions, investigations, demands, proceedings, regulatory enquiries or judgment which may be brought, incurred or suffered or alleged or threatened to be brought against or incurred or suffered by any or all of the executionIndemnified Persons as a result of, delivery and performance or arising out of, or in relation to, any misrepresentation or alleged misrepresentation or any breach or alleged breach of this Agreement; (vi) except as provided any of the aforesaid representations, warranties or agreements of the Company in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law4.1(a) to (c); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viiie) no claim shall be made against any or all of the Client is conducting its business in substantial compliance with all applicable laws and requirementsIndemnified Persons by the Company to recover any damages, both state and federallosses, and has obtained all regulatory licensesclaims, approvals and consents necessary costs, charges or reasonable expenses which the Company may suffer or incur by reason of or arising from the carrying out by or on behalf of the Placing Agent of the work to carry on its business as now conducted; there is no provision be done by it pursuant hereto or the performance of its charter obligations hereunder or byotherwise in connection with the Placing except for any loss or damage directly resulting from any fraud, wilful default or gross-lawsnegligence as finally adjudged on the part of the relevant Indemnified Persons by a competent court in Hong Kong or as a result, nor of directly or indirectly, from non-compliance by the Placing Agent or any mortgage, indenture, credit agreement or other contract binding on it or affecting sub-placing agent with its property which would prohibit its execution or performance of obligations under this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) 4.2 The Custodian Placing Agent hereby represents, warrants and undertakes to the Client Company that: (ia) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority power to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement has been duly authorised and executed by, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is constitutes legal, valid and binding on obligations of the CustodianPlacing Agent which shall be enforceable against the Placing Agent in accordance with its terms and condition; (ivb) in each jurisdiction in which the Custodian is conducting its business Placing Agent solicits subscription for the Unsubscribed Shares, the Placing Agent will do so in substantial compliance accordance with all applicable laws, rules and regulations in force in such jurisdiction. The Unsubscribed Shares shall not be offered to or placed in circumstances which would constitute an offer to the public in Hong Kong within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) or in any other place or in any manner in which the securities laws, rules or regulations of any place may be infringed or not complied with; (c) no action has been or will be taken directly or indirectly in any jurisdiction that would result in a public offering of the Unsubscribed Shares and neither it nor persons acting on its behalf will offer or sell any Unsubscribed Shares otherwise than in compliance with applicable laws and requirements, both state and federalregulations in each jurisdiction in which any such offer or sale takes place, and has obtained all regulatory licenseswithout prejudice to the generality of the foregoing, approvals as the Unsubscribed Shares have not been and consents necessary will not be registered under the Securities Act of the United States (the “Securities Act”), they may not be offered, sold, transferred and delivered within the United States except pursuant to carry an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and accordingly the Unsubscribed Shares have not been and will not be offered or sold to a buyer in the United States, except to those persons it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act). Neither it nor any person acting on its business behalf has engaged or will engage in any directed selling efforts in the United States (as now conducted; there is no provision defined in Regulation S under the Securities Act) or any form of general solicitation or general advertising (each as used in Rule 5.02(c) of Regulation D under the Securities Act) with respect to the Unsubscribed Shares; (d) the Placing Agent will use its charter best endeavours and make all reasonable enquiries to ensure that the Placees and their respective ultimate beneficial owners (if applicable) will be third parties independent of, and not connected with or by-lawsacting in concert with, nor the Company, its connected persons (as defined under the Listing Rules) and their respective associates (as defined under the Listing Rules); (e) the Placing Agent will use its best endeavours and make all reasonable enquiries to ensure that none of the Placees will, immediately upon the Completion, become a substantial shareholder (as defined under the Listing Rules) of the Company; (f) the Placing Agent will make available and promptly supply, or use its best endeavours to procure the relevant Placees to make available and promptly supply, to the Stock Exchange and the SFC or any mortgageother relevant authority all information in relation to the Placees which may be required by the Stock Exchange, indenturethe SFC and/or such other authority; (g) the Placing Agent will ensure the fulfillment and compliance of all applicable rules and regulations of the Stock Exchange and if applicable, credit agreement or other contract binding on it or affecting the rules and codes of the SFC in relation to its property which would prohibit role as placing agent for the Placing, and will issue appropriate written confirmation of such fulfillment and compliance upon request by the Company and/or the relevant authority; (h) the Placing Agent and its execution or performance of this Agreementultimate beneficial owners are Independent Third Parties; and (vi) before the Custodian Placing Agent engages sub-placing agent(s) to place the Unsubscribed Shares, it will submit confirm with the Company and such sub- placing agent(s) that these sub-placing agent(s) and their ultimate beneficial owners are Independent Third Parties and that they are independent of and not acting in concert with any of the connected persons of the Company and their associates. 4.3 Each party to this Agreement undertakes that, save for the Client on an annual basis a copy of its Report on Policies Announcement and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared any other disclosure as may be required to be made in compliance with the requirements of Statement of Auditing Standards No. 70 issued Listing Rules or any other applicable laws, rules and regulations and/or as may be required by the American Institute relevant authority, no announcements, press releases or other general public disclosure in relation to the Placing shall be made by any of Certified Public Accountantsthem without the prior written consent of the other party (such consent shall not be unreasonably withheld or delayed). 4.4 The representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth warranties and undertakings contained in this Section 4(B) ceases Clause are deemed to be true given as at the date of this Agreement and correct shall be deemed to be repeated on the Completion Date as if given on such date with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. Each party hereto hereby undertakes to notify the other party to this Agreement of any date after matter or event coming to its attention which may render any of the date hereofrepresentations, warranties or undertakings untrue or inaccurate or misleading in any material respect at any time prior to the Completion Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 6.1 The Client hereby represents, Borrower represents and warrants and undertakes to the Custodian that: (ia) it is duly organized and validly existing a local government constituted under the laws of the jurisdiction of its organizationLocal Government Act; (iib) during the term of this Agreement it (has in full force and any person on whose behalf it may act as agent or otherwise in a representative capacity) has effect all approvals, authorisations and will continue to have, or will take all action consents necessary to obtain, full capacity and authority to enter validly into this Agreement Agreement, to borrow and to carry out fulfil its obligations in relation to each Advance provided hereunder and to give the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this AgreementCharge; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (ivc) this Agreement is legal, valid and binding on has been validly executed by the ClientBorrower; (vd) on or prior to the execution Borrower has complied with all requirements under the Local Government Act and Regulations under the Local Government Act in respect of this Agreement, and that all Advances have been approved by the Client has provided to Borrower in its annual budget or satisfy the Custodian certified true copies provisions of evidence Section 6.20(2) of the due authorization for the execution, delivery and performance of this AgreementLocal Government Act; (vie) except as provided each Advance is financially sustainable and that the Borrower is not aware of any event, circumstance or action by the Borrower which may adversely affect its ability to service the Advance; (f) the Borrower has not created any charge, mortgage, pledge or lien upon over or in Clause 16 respect of this Agreementthe General Funds of the Borrower in favour of any other lending institution, all Property deposited with the Custodian shall, at all times, be free from all charges, bank or third party other than those charges mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) liens that have already been notified to the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofCorporation . (Bg) The Custodian hereby representsthere has been no material adverse change in the financial position of the Borrower, warrants and undertakes to the Client that:Borrower will immediately notify the Corporation if a material adverse change in the financial position occurs. (h) it does not have any interest, obligation or arrangement, whether directly or indirectly, that conflicts or may potentially conflict with its obligations under this Agreement, and if any such interest, obligation or arrangement should arise, the Borrower will promptly advise the Corporation thereof. (i) it is duly organized and validly existing under the laws no Event of the jurisdiction of its organization; Default (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, including without limitation, a breach of a term or condition included in this Agreement pursuant to Clause 26.2(c)) has occurred and is continuing, other than an Event of Default which has been waived in writing by the obtaining of all necessary governmental consents Corporation. (j) Drawdown Notices, applications for Advances and instructions given in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations respect of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended Facility from time to time. The Custodian agrees to inform time by the Client promptly if any statement set forth in person(s) nominated by the Borrower for this Section 4(B) ceases to be true purpose are valid and correct as of any date after shall bind the date hereofBorrower.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, 11.1 Holdco represents and warrants and undertakes to the Custodian thatas follows: (ia) all necessary corporate and other action has been taken to authorise it to enter into this Agreement and perform the transactions contemplated under this Agreement, to ensure that those obligations are legally binding and enforceable and to make this Agreement admissible in evidence in the courts of Singapore and any other relevant jurisdictions; (b) no limit on the borrowing powers of Holdco or its directors will be exceeded as a result of any drawing made pursuant to this Agreement, and the provisions under this Agreement will constitute valid, binding and enforceable obligations on Holdco’s part; (c) each of Holdco and Newco1 is a company with limited liability duly organized incorporated and validly existing under the laws of Singapore and has the jurisdiction of its organizationpower and authority to own assets and to conduct the business which it conducts and/or purports to conduct; (iid) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this AgreementAgreement is or will when executed be within its corporate powers, and do not or will not contravene any law or any contractual restriction binding on it or any provision of its Memorandum and Articles of Association; (vie) except as provided its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any law to which it is subject or (ii) any of its constitutive documents (where applicable) or (iii) any agreement to which it is a party or which is binding on it or its assets, and do not and will not result in Clause 16 of this Agreementthe existence of, all Property deposited with the Custodian shallor oblige it to create, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)any security over those assets; (viif) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any existing mortgage, indenturetrust deed, credit contract, licence, franchise, concession or agreement or other contract binding on it which is being contravened or affecting breached by the acceptance by Holdco of the facilities or the execution by it of this Agreement or by its property performance or observance of any of its obligations hereunder; (g) no legal proceeding, suit or action of any kind whatsoever is current or pending (i) to restrain the entry into, exercise of any of its rights under and/or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which may materially and adversely affect its or Newco1’s ability to perform its respective obligations under any agreements binding on it; (h) no Event of Default has occurred or is continuing, and no event or circumstance which, if it had continued after the giving of any notice, the expiry of any grace period, and/or the making of any determination by TLS, QIV or PharmaCo provided for in clause 12.2 would prohibit its execution become an Event of Default; (i) neither it nor Newco1 is in default in the payment or performance of any of its respective obligations for borrowed moneys, or in respect of any other liabilities; and (i) there is no material adverse change in its or Newco1’s business, management, assets, financial position or operating environment; and (ii) there are no other conditions which will materially and adversely affect its ability to perform its obligations under this Agreement. The Client agrees to inform , and each of the Custodian promptly if any statement set forth representations and warranties in this Section 4(A) ceases clause 11.1 shall survive and continue to have full force and effect after the execution of this Agreement and Holdco hereby warrants that the above representations and warranties will be true and correct and fully observed until all sums outstanding under this Agreement are fully paid and no sums remain to be lent under this Agreement as of any date after if repeated thereby by reference to the date hereofthen existing circumstances. (B) The Custodian hereby represents, warrants and 11.2 Holdco undertakes to the Client that: (i) it is duly organized deliver to each of TLS, QIV and validly existing under the laws PharmaCo a certified copy of the jurisdiction a resolution of Holdco’s board of directors authorising its organization; (ii) during the term entry into and performance of this Agreement it has as soon as reasonably practicable and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize event within 14 days from the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance date of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 5.1 Each party hereby represents, represents and warrants and undertakes to the Custodian other party that: (ia) it is duly organized It has the corporate and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent legal power or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, deliver and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of perform its obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior hereunder according to the execution terms of this Agreement, the Client and that it has provided taken all necessary corporate and legal or other actions to the Custodian certified true copies of evidence of the due authorization for the execution, delivery authorize its entry into and performance of this Agreement; (vib) except as provided This Agreement constitutes legal, valid and binding obligation, enforceable in Clause 16 of this Agreement, all Property deposited accordance with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law)its terms and conditions; (viic) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, The execution and/or performance of this Agreement does not and dispose of, all or will not contravene any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter Articles of Association and Bye-Laws or by-lawsany other equivalent constitutional documents, nor of does not and will not violate any mortgage, indenture, credit agreement applicable laws or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws regulations of the jurisdiction of its incorporation or organization;, and does not and will not conflict with or result in a breach of any contract, agreement or other obligation to which it may be bound; and (iid) All consents, approvals, licenses, permits, authorizations, declarations, filings and registrations necessary for the due execution, delivery, and performance of this Agreement have been obtained or effected, and all such consents, approvals, licenses, permits, authorizations, declarations, filings and registrations remain in full force and effect during the term of this Agreement. 5.2 Without prejudice to the generality of foregoing provisions in Clause 4 above, during the term of this Agreement and thereafter until ELIXIR has repossessed the Machines : (a) the VENUE OWNER undertakes that it has and will continue to have, or will take all action reasonable care and security control of the Chinese Restaurant Area and ELIXIR undertakes that the Machines shall be kept in good and serviceable condition (reasonable fair wear and tear and deficiency, defect or break down arising from normal usage excepted) and since ELIXIR has the legal title to the Machines, ELIXIR shall insure the Machines against loss of or damage to the Machines howsoever caused (including those loss or damage caused by the negligence of ELIXIR’s staff or agent); (b) the VENUE OWNER represents that the business in the Chinese Restaurant Area has obtained all necessary governmental or third party’s permissions, licences (including but not limited to obtainrelevant gaming license), full capacity permits, approvals and authority consents and undertakes to use its best endeavours to keep such permission, licences, permits, approvals and consents effective throughout the term of this Agreement and each party undertakes to the other that it will comply with all applicable laws in relation to the operation of the Machines at the Chinese Restaurant Area; (c) each of the VENUE OWNER and ELIXIR undertakes to each other that it will not and will procure their respective employees or agents not to, make or cause or permit to be made any alteration, amendment, modification or addition to the Machines, or any part or component (except maintaining and/or repairing of the Machines as set out in sub-clause (d) of this Clause 5.2) thereof without the approval of the Machines Operation Committee and that any such alteration or modification, if approved by the Machines Operation Committee, of whatsoever kind shall belong to and become the property of ELIXIR and form part of the Machines; (d) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, carry out any repair and/or maintenance works to the Machines by itself unless such repair and/or maintenance works are performed by ELIXIR’s technician; or (ii) with the presence of/ under the instructions of ELIXIR’s technician; (e) the VENUE OWNER undertakes that it will permit ELIXIR and any technical persons nominated by ELIXIR to enter into this Agreement the Chinese Restaurant Area at any reasonable time so as to inspect and/or repair the Machines, if necessary and to carry enable ELIXIR and its authorised personnel to perform its obligations or exercise its rights hereunder (including but not limited to the carrying out of the relevant audit pursuant to Clause 1.5(a)(iii) and/or Clause 3.3 and the overseeing of the collections and counting of monies from the drops of the Machines pursuant to Clause 3.2 and the Collection Procedure); (f) each of the VENUE OWNER and ELIXIR undertakes to the other that it will not use or permit the Machines to be used in contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Machines are not designed or reasonably suitable. Each party also undertakes to the other that it will comply with all applicable laws and governmental regulations in relation to the operation of the Machines at the Chinese Restaurant Area and neither party shall conduct any illegal or dishonest gaming activities at the Chinese Restaurant Area, including but not limited to money laundering or resort of facilitate directly or indirectly to dishonest means to manipulate any gaming activities; (g) ELIXIR undertakes that, unless with the prior approval of the VENUE OWNER it will not sell or offer for sale, assign, mortgage, pledge, create any charge, lien or encumbrances, sub-let or lend out the transactions contemplated hereinMachines or in any way part with the Machines or any interest therein; (h) the VENUE OWNER and ELIXIR undertakes to each other that it will punctually pay, if applicable, their respective own license fees, service charges, taxes, levies and other outgoings or payments for the carrying on the gaming machine business in the Chinese Restaurant Area . For the avoidance of doubt, the VENUE OWNER shall be solely responsible for paying (if applicable) electricity, gas, water and other utilities charges, property tax and related duties in respect of NagaWorld and more particularly, the Chinese Restaurant Area ; (i) the VENUE OWNER undertakes that it will not and will procure its employees or agents not to, move the Machines or any part thereof from the Chinese Restaurant Area to other location without ELIXIR’s prior consent in writing; (j) ELIXIR warrants that all the Machines used for the operation in the Chinese Restaurant Area have been fully paid for and the Machines are not subject to any charge, lien or encumbrances, foreclosure or any court proceedings , any litigation or claims by any third party; (k) The VENUE OWNER undertakes and warrants that during the term of this Agreement, it will not transfer its Gaming License (as defined in Recital B above) to any other entity; (l) in respect of the Chinese Restaurant Area, the VENUE OWNER undertakes and agrees that apart from housing the Machines provided by ELIXIR, the area shall contain the following facilities and/or reasonably sufficient spaces for the following functions : (i) a treasury cage; (ii) a snack bar capable of providing hot food; and (iii) a resting area with at least four tables allowing customers and patrons to rest and eat; (m) ELIXIR undertakes and warrants that it and its employees will treat all players indiscriminately without exerting any influence and effect on the players to choose where to play between the Original Area, the Additional Lobby Floor Area and the Chinese Restaurant Area; and (n) ELIXIR undertakes and warrants that the Machines provided are of reasonable working conditions for the purpose of the business, and has taken shall use its reasonable endeavours in providing upgrade (if deemed necessary by the Machines Operation Committee under the relevant circumstances) to the bxxx validators for the purpose of differentiating and will continue rejecting any counterfeit notes and coins, and should indemnify and compensate the VENUE OWNER in respect of all losses, damages (other than the loss of goodwill, prospective profits or anticipated income), charges and expenses incurred or suffered by the VENUE OWNER due to take all action (includingmachine malfunctions, without limitationsystem errors, damages, skimming or the like which are caused by any negligence or default of ELIXIR. For the avoidance of doubt, any failure or omission in detecting counterfeit notes or coins or other schemes of illegal or dishonest gaming activities by any of the Machines, related systems or equipment provided or supplied by ELIXIR hereunder shall not be regarded as negligence or default on the part of ELIXIR. In the case of discovery of counterfeit notes or coins, the obtaining parties agree that the responsibility or the apportionment of all necessary governmental consents loss shall be discussed and approved by the Machines Operation Committee on a case by case basis. After the installation of the Machines at the Chinese Restaurant Area, the VENUE OWNER shall, in the presence of ELIXIR’s representative(s), inspect the working conditions of the Machines and the related equipment and systems provided by ELIXIR for the slot operation at the Chinese Restaurant Area and shall accept the same in good faith. 5.3 The parties further agree that : (a) in relation to the adjacent area described as the “Main Casino Hall” in the floor plan attached hereto (the “Adjacent Area”), the VENUE OWNER shall : (i) use its best endeavours to complete any applicable jurisdictionrenovation (if applicable) to authorize the execution, delivery Adjacent Area and performance resume the gaming business of obligations that Adjacent Area in full within 45 days from the date of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (ii) ensure that for a period of 2 years from the Commercial Commencement Date (as defined below), the Adjacent Area will be used as gaming floor for traditional table games (but not electronic gaming machines unless the same are provided by ELIXIR pursuant to any further separate agreement amongst the parties); (iii) ensure that the Adjacent Area shall at all times during the term of this Agreement is legalAgreement, valid and binding on has a passage way accessing to the Custodian;Chinese Restaurant Area; and (iv) upon request by ELIXIR (such request not to be unreasonably rejected), during the Custodian is conducting renovation period of the Adjacent Area (as set forth in sub-clause (i) above), at its business in substantial compliance with all applicable laws costs, open and requirements, both state maintain a proper side entrance to the Chinese Restaurant Area from the area next to the NagaWorld’s lobby lounge by removing the glass there and federal, provide reasonable signage there for the slot operation at the Chinese Restaurant Area. (b) the parties shall execute and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance exchange simultaneously upon the signing of this AgreementAgreement an option deed (the “Option Deed”) pursuant to which the VENUE OWNER shall grant an irrevocable option to ELIXIR for it to place, on or before 31st December 2009, a further maximum of 200 seats of electronic gaming machines at the lobby lounge area and certain other areas at the lobby floor of NagaWorld on the same terms and conditions as the placement of Machines at the Chinese Restaurant Area (including but not limited to a payment of another commitment fee by ELIXIR). A copy of the Option Deed is attached hereto in Schedule D; and (vc) ELIXIR may station its selected crew of Floor Staffs at the Custodian will submit Chinese Restaurant Area , PROVIDED ALWAYS THAT such personnel do not, in the reasonable opinion of VENUE OWNER, in any way affect, hinder, influence or obstruct the proper running of the casino operations at the Chinese Restaurant Area, and PROVIDED ALWAYS THAT the VENUE OWNER shall be entitled at any time by way of 30 days’ advance written notice to refuse entry of any such person(s) to the Client on an annual basis a copy premises of Nagaworld, with valid reason stated for such refusal. In case ELIXIR has any objection to such notice, it shall raise the same with the Machines Operation Committee and the matter shall be discussed and resolved by the Machines Operation Committee accordingly. 5.4 Each of the VENUE OWNER and ELIXIR hereby warrants that it shall indemnify, defend and save harmless from the other, from and against all claims, lawsuits, losses, damages and expenses arising out of or resulting from any breach or inaccuracy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsrelevant representations, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement warranties or undertakings set forth out in this Section 4(B) ceases to be true and correct as of any date after the date hereofAgreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 3.1 The Client hereby Principal Creditor represents, warrants and undertakes to the Custodian thatundertakes: 3.1.1 that on the date of this Deed it is the legal and/or beneficial owner of and/or the owner of the economic interest in the Debt as set out in Annex 4; 3.1.2 that from the date of this Deed until the earlier of (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; Effective Date or (ii) during the term termination of this Agreement Deed pursuant to Clause 5, it (and any person on whose behalf it may act as agent shall not sell, assign, sub-participate or otherwise transfer an interest in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through Debt unless before such transfer: (a) the proposed transferee enters into a relevant Clearance System or otherwisePrincipal Creditor Deed of Release; and (viiib) the Client is conducting its business Principal Creditor provides a certified copy of the executed Principal Creditor Deed of Release referred to in substantial compliance with all applicable laws 3.1.2(a) above to Corp. 3.2 Each of the Principal Creditor and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby Corp represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement 3.2.1 it has and will continue to havethe power, or will take all action necessary to obtain, full capacity and authority to execute this Deed and to exercise its rights and perform its obligations hereunder and that all corporate and other action required to authorise the execution of this Deed and the performance of its obligations hereunder has been duly taken; 3.2.2 it has, or has provided all consents and any other necessary authorisations and approvals required to enable it, or its authorised representative, lawfully to enter into, execute, perform and comply with its obligations under this Deed and such authorisations, consents and approvals are in full force and effect; 3.2.3 to the best of its knowledge, information and belief, no steps have been taken for the revocation or cancellation of any necessary consents, authorisations and approvals; 3.2.4 all other acts, conditions and things required to be done, fulfilled and performed in order (i) to enable it to lawfully enter into this Agreement and to carry out exercise its rights under and perform the transactions contemplated herein, obligations assumed by it in this Deed and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdictionii) to authorize ensure that the execution, delivery and performance of obligations of expressed to be assumed by it in the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is Deed are legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws have been done, fulfilled and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreementperformed; and 3.2.5 it has not entered into any pending agreements, transactions or negotiations that would render this Deed, or any part of it, void, voidable or unenforceable. 3.3 Each of the Corp Persons and the TXUE Persons represents, warrants and undertakes that: 3.3.1 it has the necessary power, capacity and authority to execute, (vincluding, where applicable, on behalf of other parties to this Deed) and perform its obligations under this Deed; and 3.3.2 this Deed is valid and binding upon it in accordance with its terms. 3.4 Each of the Custodian will submit parties acknowledges and agrees that, save as expressly referred to the Client herein, in entering into this Deed it has not relied on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountantsany statement, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as representation or silence of any date after the date hereofother party to this Deed.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) 3.1 The Client Obligors hereby represents, warrants make the following representations and undertakes to the Custodian thatwarranties: (i1) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, They have full capacity power and authority to enter into this Agreement execute and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under perform this Agreement; (iii2) it has authority to deposit The Obligors do not have any action, arbitration or any other judicial or administrative procedure pending or that may potentially materially affect the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi3) except as provided No Obligor has been declared bankrupt; (4) Other than the share pledge created in Clause 16 favor of the Obligee, there is not any mortgage, pledge, charge or any other third-party encumbrance created upon the Shares held by the Obligors; (5) The Option granted by the Obligors to the Obligee hereunder is exclusive, and the Obligors will not grant an option or similar right to any other third-party through other means. 3.2 The Obligors hereby undertake that, throughout the term of this Agreement: (1) They will sign a Share Transfer Agreement and adopt a shareholders’ resolution according to this Agreement, and assist the Obligee to obtain the necessary approval from the government authority regarding the share transfer, to submit the Share Transfer Agreement, the amendment to the Articles of Association and the updated register of shareholders to the competent administration for industry and commerce, and to complete all Property deposited with other relevant formalities; (2) Other than the Custodian shallshare pledge created in favor of the Obligee, at all timeswithout the prior written consent of the Obligee, be free from all chargesthe Obligors may not create any mortgage, mortgagespledge, pledges charge or any other such encumbrances(except as third-party encumbrance on the Shares, or assign, give away or otherwise provided by lawdispose of the Shares to any person (other than the Obligee or its nominee); (vii3) Upon occurrence of any event or receipt of any notice which likely affects the Client shallObligors, at all times, be entitled Shares or otherwise duly authorized to deal with, and dispose of, all the rights therein or change any part obligation of the Property, whether through a relevant Clearance System Obligors hereunder or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor performance of any mortgageobligation of the Obligors hereunder, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian Obligors will promptly if any statement set forth in this Section 4(A) ceases to be true notify the Obligee and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants take all actions and undertakes measures according to the Client that: (i) it is duly organized and validly existing under the laws reasonable instructions of the jurisdiction of its organizationObligee; (ii4) during Other than the term of this Agreement it has and will continue Option granted to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (includingObligee hereunder, without limitationthe prior written consent of the Obligee, the obtaining of all necessary governmental consents in Obligors may not grant any applicable jurisdiction) option or any other preemptive right to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or byany third-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofparty.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. of the Subscriber and China Netcom ------------------------------------------------------------------ 6.1 Subscriber/China Netcom Warranties The Subscriber (in relation to itself only) and China Netcom each hereby undertakes, represents and warrants to the Company as follows: (A) The Client hereby represents, warrants and undertakes to As at the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term date of this Agreement it has (subject to the obtaining by China Netcom of the approval of the PRC State Council), and any person on whose behalf the Completion Date it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtainthe full right, full capacity power and authority to enter into into, and to perform its obligations under, this Agreement and this Agreement constitutes its legal, valid and binding obligations enforceable in accordance with its terms. (B) As at the date of this Agreement it has (subject to carry out the transactions contemplated hereinobtaining by China Netcom of the approval of the PRC State Council), and has taken on the Completion Date it will have, obtained all governmental, regulatory or similar consents required from any Authority, authorities, approvals and will continue permissions required to take all action enter into, and to perform its obligations under, this Agreement and there are no regulatory or administrative obstacles to the remittance of the Subscription monies to the Company in Hong Kong in accordance with the terms of this Agreement. (includingC) China Netcom is the legal and beneficial owner of the whole of the issued share capital of the Subscriber, without limitation, and the obtaining Subscriber is the legal and beneficial owner of all necessary governmental consents the issued shares in any applicable jurisdictionCNC HK held by the CNC Group. (D) to authorize the The execution, delivery and performance by it of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid does not and binding on the Client; (v) on will not result in a material breach of any provision in its memorandum or prior to the execution articles of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges association or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereofconstitutional documents. (BE) The Custodian hereby represents, warrants No order has been made and undertakes no resolution has been passed for the winding up of the Subscriber or China Netcom (as the case may be) or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Subscriber or China Netcom (as the case may be). (F) No administration order has been made and no petition for such an order has been presented in respect of the Subscriber or China Netcom (as the case may be). (G) No receiver (which expression shall include an administrative receiver) has been appointed in respect of the Subscriber or China Netcom (as the case may be). (H) It is not insolvent or unable to pay its debts and has not stopped paying its debts as they fall due. (I) No event analogous to any described in paragraphs (E) to (H) has occurred in or outside the PRC with respect to the Client that:Subscriber or China Netcom (as the case may be). (iJ) it is duly organized All statements of fact relating to the CNC Group contained in the Subscription Announcement are true and validly existing under accurate in all material respects and not misleading in any material respect in the form and context in which they appear, all expressions of opinion, intention or expectation contained therein (which are stated to be held or expressed by any member of the CNC Group) are made on reasonable grounds and are truly and honestly held by the directors of the relevant member of CNC Group and are fairly based, and there are no other facts relating to the CNC Group omitted the omission of which makes any such statement or expression in the Subscription Announcement misleading in any material respect or which are or can reasonably be expected to be material in the context of the Subscription. (K) Under the laws of the PRC, neither China Netcom nor any of its properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceedings, from set-off or counter claim, from the jurisdiction of its organization;any court or arbitral tribunal, from service of process, from attachment prior to or in aid of execution of judgment or arbitral award, or from other legal process or proceedings for the giving of any relief or for the enforcement of any judgment or arbitral award. (iiL) during None of China Netcom, the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated hereinSubscriber, and has taken and will continue to take all action none of their respective directors (includingor equivalent) or Principal Officers, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereofDisqualified Person.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client 6.1 In consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, the Vendor hereby represents, warrants and undertakes to the Custodian thatPlacing Agent as follows: (i) 6.1.1 the Vendor is the beneficial owner of the Placing Shares, and such Placing Shares are held in CCASS as at the date of this Agreement; 6.1.2 the Placing Shares are fully paid up or credited as fully paid and the Vendor has the necessary power and authority to enable it to sell the Placing Shares hereunder free from any pledge, lien, charge, mortgage, security interest, adverse claim, option, warrant, pre-emptive right, or other encumbrance or third party right whatsoever and ranking pari passu in all respects with existing Shares and 6.1.3 all regulatory and judicial consents, approvals, orders or qualifications required to be obtained or made under all relevant jurisdictions for the sale of the Placing Shares or the consummation of the transactions contemplated by this Agreement have been duly obtained and are in full force and effect; 6.1.4 the Vendor is duly organized incorporated and validly existing under the laws of the jurisdiction place of its organization; (ii) during incorporation and the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) Vendor has and will continue to have, or will take all action necessary to obtain, full capacity and authority the power under its constitutional documents to enter into this Agreement and to carry out the transactions contemplated hereinthis Agreement (and its performance) has been duly authorised (such authorisation remaining in full force and effect) and executed by, and has taken constitutes valid and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery legally binding and performance of enforceable obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made Vendor in accordance with this Agreementits terms; 6.1.5 it shall, and shall procure the Company to, ensure that none of its Associates or parties acting in concert (as defined in the Takeovers Code) with it (or, in the case of the Company, its connected persons (as defined in the Listing Rules)), or any persons who are not independent of the Company, the Vendor or any of their respective Associates, shall purchase the Placing Shares; and (iv) this Agreement is legal, valid 6.1.6 it has read and binding on understood the Client; (v) on or prior Professional Investor Treatment Notice and acknowledges and agrees to the execution of this Agreementrepresentations, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals waivers and consents necessary to carry on its business as now conducted; there is no provision of its charter contained in the Professional Investor Treatment Notice, in which the expressions “you” or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform “your” shall mean “the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true Vendor” and correct as of any date after “us” and “our” shall mean the date hereofPlacing Agent. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.