FIRST AMENDMENT TO PLEDGE AGREEMENT
FIRST AMENDMENT TO PLEDGE
AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT
(this “Amendment”) is made this 24th day of December, 2008 by and among
Hanqiao Zheng (“Zheng”), Xxxxxx Xx (“Ku”), and Carlyle Asia Growth Partners III, L.P.
(“CAGP”), and CAGP III
Co-Investment, L.P. (together with CAGP, the “Secured
Party”).
WITNESSETH
WHEREAS, Zheng and the Secured Party
entered into and executed a Share Pledge Agreement dated November 16, 2007 (the
“Pledge Agreement”);
WHEREAS, pursuant to that certain Share
Purchase Agreement, dated the date hereof, Zheng has transferred and assigned
all of his ownership interest of China Recycling
Energy Corporation to Ku;
and
WHEREAS, in light of the above, Zheng,
Ku and the Secured Party desire to make certain amendments to the Pledge
Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Amendment. The
Pledge Agreement is hereby amended by substituting Hanqiao Zheng under the
Pledge Agreement with Xxxxxx Xx as
Pledgor. Ku shall be substituted for Zheng in all respects under the Pledge Agreement and shall be entitled to enforce any
and all rights and benefits arising under the Pledge Agreement. Zheng shall no longer have any rights,
benefits or obligations under the Pledge Agreement, except as provided
therein.
2. Effect of
Amendment. Except as expressly set forth herein, all terms of
the Pledge Agreement remain in full force and effect, and constitute the legal,
valid, binding and enforceable obligations of the parties thereto.
3. Governing
Law. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New
York, without respect to
any principles of conflict of law.
4. Counterparts. This
Amendment may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
agreement.
(SIGNATURE
PAGE TO FOLLOW)
IN WITNESS
WHEREOF, the parties have
caused this First Amendment to Pledge Agreement to be duly executed as of the
date first above written.
| By: |
/s/
Hanqiao Zheng
|
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|
Hanqiao
Zheng
|
| By: |
/s/
Xxxxxx Xx
|
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|
Xxxxxx
Xx
|
| CARLYLE ASIA GROWTH PARTNERS III, L.P. | |||||
| By: |
/s/
Xxxxxx X. X’Xxxxxxx
|
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| Name: |
Xxxxxx
X. X’Xxxxxxx
|
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| Title: | Director | ||||
|
CAGP
III CO-INVESTMENT, L.P.
|
|||||
| By: |
/s/
Xxxxxx X. X’Xxxxxxx
|
||||
| Name: |
Xxxxxx
X. X’Xxxxxxx
|
||||
| Title: | Director | ||||
