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

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.

Representations and Warranties of the Pledgor. The Pledgor expressly reiterates hereby representations and warranties of Section 1 of the Supplemental Agreement and hereby represents and warrants to the PledgeeBeneficiary that, on the date of this Pledge Agreement and covenants with for the Pledgee, thatentire term of the Pledge Agreement: (a) the Pledgor is the record 7.1 this Pledge Agreement shall constitute a non possessory first-priority perfected and beneficial owner of, and has good and marketable title to, enforceable security interest over the Pledged SharesAccounts (except as enforcement may be limited by equitable principles and by bankruptcy, and such shares insolvency, reorganization, moratorium or other equity interests are and similar laws relating to creditors’ rights generally), subject only to the Permitted Liens, it being specified that the Pledge will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except only be enforceable as against the liens and security interests in favor of the Pledgee created by this AgreementAccount Holder(s) when notified to them pursuant to clause 2.4 above; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) 7.2 the execution, delivery and performance by the Pledgor of this Agreement will Agreement, and all other documents contemplated hereby (i) have been duly and validly authorized, (ii) are not subject to any consents, which have not been obtained, (iii) are enforceable against Pledgor in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally), and (iv) do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the Pledgor’s articles or certificate of incorporation, bylaws or Pledgor’s by-laws, or any law or any material agreement or instrument, which is binding upon Pledgor or its property; 7.3 there is no action, claims or proceeding before any court or administrative authority, pending or likely to occur, that could affect the validity, applicability or the capacity of the Pledgor to perform its obligations under this Pledge Agreement; 7.4 it is the sole and beneficial owner of the Pledged Accounts and the related Credit Balances and will remain the sole and beneficial owner of the Pledged Accounts and the related Credit Balances; 7.5 from the entry into force of this Pledge Agreement, the Pledged Accounts and the monies that are credited in it are and will remain free of any third party right (other than those of the Accounts Holder(s)), except for the Pledge, any Permitted Lien and any adverse claim in an amount lower than USD 100,000; 7.6 the amendments of the Secured Obligations are immediately enforceable against it, automatically and without any formalities whatsoever. The novation shall not be presumed by the Pledgor which shall only invoke it if the Beneficiary has expressly notified its will to perform the novation; 7.7 there will be no several and joint liability or indivisibility between any successors and assignees of the Beneficiary; 7.8 this Pledge Agreement does not affect and will not affect in any way the nature and the scope of all the guarantees and the actual or personal commitments which may have been or would be entered into or granted by the Pledgor or any third party to which it is added or will be added; 7.9 it will provide the Beneficiary with any information relating to the Pledged Accounts that the Beneficiary could reasonably require, including any litigation related to them; 7.10 the Pledgor is not on the date of this Pledge Agreement (a) insolvent or (b) informed of an action or proceedings whatsoever initiated, in the course of a bankruptcy proceedings, for the purpose of requesting the suspension of payment, the dissolution or liquidation or ad hoc proceedings or the opening of a safeguard proceedings or the appointment of a mediator or a conciliator or any other similar organizational documents proceedings described in the Livre Sixiéme of the Pledgor French Code de Commerce or of any mortgageother similar proceedings provided by any other applicable law; 7.11 it shall refrain, indenturein order to discharge itself from its undertakings, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon invoke any modifications of the assets legal form of the PledgorBeneficiary, and will not even if these modifications would result in the creation of a new legal person, provided that the Secured Obligations are validly transferred to the new legal entity; 7.12 it shall not be discharged by: (i) any modifications to the Loan Agreement (occurring one or imposition several times provided those do not cause a novation); (ii) the addition or the removal of any liennew security interests, charge new creditors or encumbrance on or security interest new debtors; (iii) a prorogation of the repayment date of the Loans in accordance with the provisions of the Loan Agreement; affecting in any way the provisions of the assets of the Pledgor or the Company, except as otherwise contemplated by this Loan Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows: (a) The Pledgor is a limited liability company duly organized, validly existing and in good standing under the laws of Hungary. The execution and delivery by the Pledgor is of this Agreement and performance by the record Pledgor of its obligations hereunder (i) are within the Pledgor’s limited liability company powers and beneficial owner ofhave been duly authorized by all necessary limited liability company action, and has good and marketable title to(ii) do not contravene the Pledgor’s constitutional documents or any applicable law or any material contractual restriction binding on or affecting the Pledgor, the Pledged Shares, and such shares (iii) do not require any authorization or approval (including exchange control approval) or other equity interests are action by, or any notice to or filing with, any applicable governmental authority with authority over the Company or the Pledgor that have not been obtained or made and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, (iv) except for the liens and security interests in favor of the Pledgee Liens created by this Agreement; (b) there are no outstanding options, warrants do not result in or other similar agreements require the creation or imposition of any Lien upon or with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this , except for Permitted Collateral Liens. This Agreement is the legal, valid and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms;, except as (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) rights of acceleration, if applicable, and the availability of equitable remedies may be limited to equitable principles of general applicability (regardless of whether enforcement is sought in equity or at law). (db) the The Pledged Shares have been duly authorized and validly authorized issued and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of assessable; the Pledgor is required in connection with the pledge legal and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery beneficial owner of the Pledged Shares free and clear of any Lien, except Permitted Collateral Liens. The pledge of the other Pledged Collateral Shares pursuant to this Agreement creates a valid first lien on security interest in the Pledged Shares (subject only to Permitted Collateral Liens), securing the payment and performance when due of the Notes Obligations, and, upon the Collateral Agent taking possession or control of the Certificate, which represents the Pledged Shares, the security interest granted to the Collateral Agent in the Pledged Shares constitutes a valid and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and with respect to the Pledged Shares. (c) As of the date hereof, the other Pledged Shares represented by the Certificate constitute the only issued and outstanding shares of stock of the Company, are common stock, are legally and beneficially owned and registered on the books of the Company as owned by the Pledgor, and evidenced by the Certificate delivered to the Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgent herewith.

Representations and Warranties of the Pledgor. The Each Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Collateral Agent that: (a) the such Pledgor is the record and beneficial owner of, and has good and marketable valid rights in, title to, or the Pledged Sharespower to transfer the Collateral with respect to which it has purported to grant a security interest hereunder, and such shares or other equity interests are and will remain free and clear of all pledgesLiens (other than Permitted Liens), liens, and has all requisite power and authority to grant to the Collateral Agent the security interests and other encumbrances and restrictions whatsoever, except the liens and security interests interest in favor of the Pledgee created by this Agreementsuch Collateral pursuant hereto; (b) there are no outstanding options, warrants or other similar agreements with respect subject to the Pledged Shares or any Legal Reservations, this Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in favor of the other Pledged CollateralCollateral Agent for the benefit of the Secured Parties and, subject to the satisfaction of the Perfection Requirements, the Collateral Agent will have a fully perfected first priority Lien on such Collateral securing the Obligations to the extent perfection can be achieved by the Perfection Requirements; (c) this Agreement no Collateral is in the legalpossession or control of any person asserting a claim thereto or security interest therein, valid and binding obligation except that the Collateral Agent or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgor, enforceable against the Pledgor in accordance with its termsCollateral; (d) the all Collateral consisting of Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable assessable, constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled to any preemptive first refusal or similar rightsrespective issuers thereof, and is held by each Pledgor free and clear of all Liens (other than Permitted Liens); (e) except to the extent previously disclosed to the Collateral Agent in writing, there is no existing agreement, option, warrant, right or privilege capable of becoming an agreement or option pursuant to which any issuer of the Pledged Shares is obligated to issue additional Securities or such Pledgor could be required to sell or otherwise dispose of any of the Collateral; and (f) no authorization, consent, permit or approval of, or authorization of or designation other action by, or filing with or notice to, any governmental agency or authority, regulatory authority on the part of the Pledgor body, court, tribunal or other similar entity having jurisdiction is required in connection with the pledge execution and delivery by such Pledgor of this Agreement and the performance of its obligations hereunder, except for such filings as may be required to perfect the security interest granted under this Agreement; (f) hereby and as may be required in connection with the execution, delivery and performance disposition of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws all or any other similar organizational documents Collateral by laws affecting the offering and sale of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiessecurities generally.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor’s legal capacity and have been duly authorised by all actions required under the Pledgor’s Constitutive Documents; (c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets; (d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought; (e) that the Pledgor is the sole beneficial owner of the Collateral; (f) to the best of the Pledgor’s knowledge and belief having made all reasonable enquiries, the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law; (g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor’s knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets of foregoing; (h) that the Pledgor or is solvent and is not unable to pay its debts as they fall due (within the Companymeaning ascribed thereto by any applicable law) where such debts, except as otherwise contemplated by this Agreementwhen taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and (gi) the pledge, assignment and delivery of the Pledged Shares and the that no writ or other Pledged Collateral proceedings have been issued or commenced pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to which any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares may be secured or any executed against which, where such writ or other Pledged Collateral. The Pledgor covenants proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesare not discharged within twenty (20) Business Days.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor’s legal capacity and have been duly authorised by all actions required under the Pledgor’s Constitutive Documents; (c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets; (d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought; (e) that the Pledgor is the sole beneficial owner of the Collateral; (f) the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law; (g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor’s knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets foregoing; (h) that the Pledgor is solvent and is not unable to pay its debts as they fall due (within the meaning ascribed thereto by any applicable law) where such debts, when taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; (i) that no writ or other proceedings have been issued or commenced pursuant to which any property of the Pledgor may be secured or the Companyexecuted against which, except as otherwise contemplated by this Agreementwhere such writ or other proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and (gj) that neither the pledge, assignment and delivery Pledgor nor any of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates its Controlling Persons or Controlled Affiliates are convicted of a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest felony in the property United States, Norway, the Russian Federation or assets of the Pledgor which would include the Pledged Shares or in any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesjurisdiction.

Representations and Warranties of the Pledgor. The To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Pledgor hereby represents and warrants to the Pledgee, Collateral Agent and covenants with the Pledgee, each other Secured Party that: (a) 4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor. 4.1.2 [Reserved]. 4.1.3 The Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged SharesStock pledged by it hereunder, free of any and such shares or all Liens securing Indebtedness owing to any other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverPerson, except the liens and security interests in favor of the Pledgee interest created by this Agreement and Liens arising by operation of law or Permitted Liens. 4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement; (b) there are no outstanding options, warrants of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other similar agreements instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with respect any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the Pledged Shares or any priority of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation Liens of the Pledgorapplicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part terms against all creditors of the Pledgor is required in connection with and any Persons purporting to purchase the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of Pledged Stock from the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated enforceability may be affected by this Agreement; and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (gwhether considered in a proceeding in equity or at law) the pledge, assignment and delivery an implied covenant of the Pledged Shares good faith and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesfair dealing.

Representations and Warranties of the Pledgor. The In favor of the Pledgee, the Pledgor represents makes the following representations and warrants warranties to the Pledgee, each of which shall be true, accurate and covenants with the Pledgee, thatsufficient: (a1) the Pledgor is undertakes that it has the record and beneficial owner of, and has good and marketable title tocapacity to enter into this Agreement. Unless otherwise provided for in this Agreement, the Pledged SharesPledgor has obtained authorization or approval necessary for the execution and performance of this Agreement, and such shares or including but not limited to written documents of other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor shareholders of the Pledgee created by this AgreementTarget Company consenting to the pledge of the Pledged Equity; (b2) there are no outstanding optionsthe Pledgor undertakes that all certificates, warrants or other similar agreements with respect documents, materials and information provided to the Pledged Shares Pledgee for the execution and performance of this Agreement are true, accurate and sufficient without concealment or any of the other Pledged Collateralcheat; (c3) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the ’s execution, delivery and performance of this Agreement will do not violate any provision provisions of any law applicable law to the Pledgor or regulation any valid agreement by which it or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or its property is bound; (4) the Pledgor has lawful and good title to and the right to dispose of the articles Pledged Equity, as well as other right and interests therein and no mortgage, pledge or certificate of incorporation, bylaws or any other similar organizational documents encumbrance is created on the Pledged Equity; (5) each of the Pledgor and other shareholders of the Target Company shall have made full capital contribution under the Pledged Equity without any circumstance that may affect the value of the Pledged Equity such as withdrawal or false contribution of capital; (6) the Pledged Equity is not subject to property preservation or enforcement measures such as seizure, freezing or attachment, nor is it the subject of any mortgagelawsuit, indenturearbitration or administrative proceedings , lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon and none of any of the assets foregoing circumstances will occur after the execution of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and; (g7) during the term of the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares shall actively enforce a rights issue and shall not give up shares given, converted or any other Pledged Collateralissued. The Pledgor covenants and agrees undertakes that it will defend, shall pay consideration for the benefit rights issue and cooperate with the Pledgee in completing the pledge formalities of new shares; (8) notwithstanding the Pledgeepledge hereunder, the Pledgee’s right, title Pledgor and security interest in the target company shall remain liable for complying with and performing all obligations under the articles of association and/or relevant laws and approvals of Governmental Authorities with respect to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesEquity.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) that the Pledgor is a legal entity, duly organised and validly existing under the record and beneficial owner oflaws of the Gibraltar, and has good able to own its assets and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementconduct its business; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) that the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledge by the Pledgor is a party or which purports to be binding upon within the Pledgor's legal capacity and have been duly authorised by all actions required under the Pledgor's Constitutive Documents; (c) that the Pledgor is not in material breach of or upon default under any agreement to which it is a party, and which is binding (and continuing unwaived and unremedied) on any material part of its assets; (d) that all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required in advance of the assets execution of this Pledge have been obtained, and, all necessary authorisations, approvals, filings or notices to or from any governmental authority or third party required after such execution of this Pledge will be sought; (e) that the Pledgor is the sole beneficial owner of the Collateral; (f) to the best of the Pledgor's knowledge and belief having made all reasonable enquiries, the Shares have been validly issued and properly registered with the appropriate authorities competent for the registration of the issuance thereof in accordance with applicable law; (g) that the Pledgor is not in liquidation, administration or receivership nor has any moratorium been declared in respect of the Pledgor, nor has any other Person, to the best of the Pledgor's knowledge and will not result belief, having made all reasonable enquiries, taken any step in the creation or imposition of any lien, charge or encumbrance on or security interest in good faith with a view to bringing about any of the assets of foregoing; (h) that the Pledgor or is solvent and is not unable to pay its debts as they fall due (within the Companymeaning ascribed thereto by any applicable law) where such debts, except as otherwise contemplated by this Agreementwhen taken together, have an aggregate value in excess of two million five hundred thousand Dollars ($2,500,000) and are not discharged within twenty (20) Business Days; and (gi) the pledge, assignment and delivery of the Pledged Shares and the that no writ or other Pledged Collateral proceedings have been issued or commenced pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to which any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares may be secured or any executed against which, where such writ or other Pledged Collateral. The Pledgor covenants proceedings when taken together, have an aggregate value of two million five hundred thousand Dollars ($2,500,000) and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesare not discharged within twenty (20) Business Days.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the PledgeePledgee that 7.1 He is a natural person of full capacity for civil acts according to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and covenants can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of this Agreement with respect to the PledgeePledgor and all matters required by this Agreement are true, that:correct, complete and not misleading in all material respects when this Agreement becomes effective. (a) 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the record sole legal owner of the Pledged Equity Interest and beneficial owner ofthere is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. The Pledgor has the right to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except for the security interest created over the Pledged Equity Interest under this Agreement or any right created under the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has good full right and marketable title to, power to pledge the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests Equity Interest in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect according to the Pledged Shares or any of the other Pledged Collateral;provisions hereof. (c) this 7.7 This Agreement is the shall constitute legal, valid and binding obligation obligations of the Pledgor, enforceable against Pledgor after the Pledgor in accordance properly signs it. 7.8 Except for the equity interest pledge registration with its terms; (d) the Pledged Shares have been duly and validly authorized and issuedcompetent market regulation administration, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval permission, waiver or authorization of any third party or designation the approval, permit, waiver, registration or filing with (if required by law) of any governmental or regulatory government authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery by execution and performance of this Agreement will and the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid during the term of this Agreement. 7.9 The execution and performance by the Pledgor of this Agreement shall not violate or contradict to any provision of law applicable to him, any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking agreement to which the Pledgor he is a party or by which purports he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decision. 7.10 The pledge hereunder constitutes the firs-rank security interest over the Pledged Equity Interest. 7.11 All taxes and fees payable on the Pledged Equity Interest have been fully paid by the Pledgor. 7.12 There is no pending or, to be binding upon the Pledgor or upon any of the assets knowledge of the Pledgor, and will not result in the creation threatened litigation, legal proceeding or imposition of claim at any liencourt, charge arbitral tribunal or encumbrance on government or security interest in any of the assets of administrative authority against the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of his property or the Pledged Shares and Equity Interest that will have material or adverse effect on the other Pledged Collateral pursuant Pledgor’ economic condition or his ability to this Agreement creates a valid first lien on and perfected first priority perform the obligations or the security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. liabilities hereunder. 7.13 The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and hereby warrants to the Pledged Shares, Pledgee that the other Pledged Collateral above representations and warranties are true and correct and will be fully complied with before the proceeds thereof against Contractual Obligations are fully performed or the claims and demands of all other persons or entitiesSecured Debts are fully repaid.

Representations and Warranties of the Pledgor. The Pledgor expressly reiterates hereby representations and warranties of section 1 (Representations, Warranties and Covenants of Guarantor) of the Supplemental Agreement and hereby represents and warrants to the PledgeeBeneficiary that, on the date of this Pledge Agreement and for the duration of the Pledge Agreement: 7.1 this Pledge Agreement shall constitute a non-possessory first-priority perfected and enforceable security interest over the Pledged Accounts (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally), subject only to the Permitted Liens, it being specified that the Pledge will only be enforceable as against the Account Holder(s) when notified to them pursuant to Clause 2.4; 7.2 the execution, delivery and performance by the Pledgor of this Pledge Agreement, and covenants with the Pledgee, that: all other documents contemplated hereby (ai) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issuedby the Pledgor, are fully paid and non-assessable and the holders thereof (ii) are not entitled subject to any preemptive first refusal consents required to be obtained by the Pledgor, which have not been obtained, (iii) are enforceable against Pledgor in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar rights; laws relating to creditors' rights generally), and (eiv) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will do not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the Pledgor’s articles or certificate of incorporation, bylaws or Pledgor’s by-laws, or any law or any material agreement or instrument, which is binding upon Pledgor or its property; 7.3 there is no action, claims or proceeding before any court or administrative authority, pending or threatened in writing, that could affect the validity, applicability or the capacity of the Pledgor to perform its obligations under this Pledge Agreement; 7.4 it is the sole and beneficial owner of the Pledged Accounts and the related Credit Balances and will remain the sole and beneficial owner of the Pledged Accounts and the related Credit Balances; 7.5 from the entry into force of this Pledge Agreement, the Pledged Accounts and all monies that are credited in it are and will remain free of any third party right (other than those of the Account Holder(s)), except for the Pledge, any Permitted Lien and any adverse claim in an amount lower than USD 1,000,000; 7.6 the amendments of the Secured Obligations are immediately enforceable against it, automatically and without any formalities whatsoever. The novation shall not be presumed by the Pledgor which shall only invoke it if the Beneficiary has expressly notified its will to perform the novation; 7.7 there will be no several and joint liability or indivisibility between any successors and assignees of the Beneficiary; 7.8 this Pledge Agreement does not affect and will not affect in any way the nature and the scope of all the guarantees and the actual or personal commitments which may have been or would be entered into or granted by the Pledgor or any third party to which it is added or will be added; 7.9 it will provide the Beneficiary with any information relating to the Pledged Accounts that the Beneficiary reasonably requests, including any litigation related to them; 7.10 the Pledgor is not on the date of this Pledge Agreement either (a) insolvent or (b) informed of an action or proceedings whatsoever initiated, in the course of a bankruptcy proceedings, for the purpose of requesting the suspension of payment, the dissolution or liquidation or ad hoc proceedings or the opening of a safeguard proceedings or the appointment of a mediator or a conciliator or any other similar organizational documents proceedings described in the Livre Sixième of the French Commercial Code (Code de Commerce) or any other similar proceedings provided by any other applicable law; 7.11 the Pledgor shall refrain, in order to discharge itself from its undertaking, to invoke any change in the legal structure of the Beneficiary even though it would create a new legal entity, provided that the Secured Obligations are validly transferred to the new legal entity; 7.12 the Pledgor shall not be discharged by: (i) any modifications to the Loan Agreement (occurring one or several times provided those do not cause a novation); (ii) the addition or the removal of new security interests, new creditors or new debtors; (iii) a prorogation of the repayment date of the Loans in accordance with the provisions of the Loan Agreement; (iv) the addition of new forms of drawdown of the Loan Agreement; (v) any mortgagechanges in the account currency or settling of the Loan Agreement; (vi) the renewal, indentureeven tacit, leaseof the Loans in compliance with the provisions of the Loan Agreement which would affect in any way the provisions of the Loan Agreement; 7.13 the Pledgor represents and warrants that changes to the Secured Obligations will immediately, contractautomatically and without formality (except those required by law) be included into the scope of the Secured Obligations. Novation shall not be presumed by the Pledgor who shall only be able to invoke it if the Beneficiary, expressly states its intention to carry-out a novation without prejudice to the provisions of Clause 7.9; 7.14 in case of assignment, conveyance or other agreementtransfer of all or part of its rights and obligations by any of the Beneficiary as provided under the Loan Agreement, instrument or undertaking to the Beneficiary reserves and preserves specifically, which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgorhereby expressly accepts, all its rights, actions and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by privileges under this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Pledge Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgeerelevant transferees, subject pursuant to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets provisions of Article 1334 of the Pledgor which would include French Civil Code (Code Civil) so that the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, Pledge may guarantee the Secured Obligations for the benefit of such transferee without any further formality in the Pledgeeevent such assignment, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons conveyance or entitiestransfer might be regarded as a novation under French law.

Representations and Warranties of the Pledgor. The Pledgor represents represent and warrants warrant to the Pledgee, and covenants with the Pledgee, Pledgee that: (a) 8.1 The Pledgor have full capacity for civil conduct and may execute this Agreement pursuant to law and assume legal obligations in accordance with this Agreement. 8.2 Party B is a limited liability company duly established and validly existing in accordance with the PRC law and has formally registered with competent administrative organ for industry and commerce. The registered capital of Party B is RMB20 million. 8.3 All reports, documents and information provided by the Pledgor to the Pledgee before this Agreement comes into force in connection with the Pledgor and all matters as required for this Agreement are true, accurate and complete in material respects when this Agreement comes into force. 8.4 All reports, documents and information provided by the Pledgor to the Pledgee after this Agreement comes into force in connection with the Pledgor and all matters as required for this Agreement are true, accurate and complete in material respects when they are provided. 8.5 At the time when this Agreement comes into force, the Pledgor are the sole legal owners of the Pledged Equity and have the right to dispose of the Pledged Equity, and there is no dispute on the record ownership of the Pledged Equity. 8.6 Other than the restrictions of rights created under the VIE Agreement, no other security interests or encumbrances have been created over the Pledged Equity. No mortgage, pledge, security, lien, priority right, option or trust (other than the encumbrances under the VIE Agreements), restriction of rights in any other form, trust or restrictive condition, due but pending legal proceedings or formalities, currently exist or will exist in respect of the Pledged Equity, and beneficial owner the Pledged Equity has not been seized, frozen, detained or held in escrow by any third party. 8.7 The execution and performance by the Pledgor of this Agreement and the holding by the Pledgor of Party B’s equity interests will not violate (i) any applicable law, regulation and judicial order; (ii) any judgement made by a court or any award made by an arbitration agency, or any decision, approval or license made by an administrative authority; and (iii) any agreement or document which is binding upon the Pledgor or their assets or any agreement or document which creates mortgage over their assets, nor result in any suspension, revocation or confiscation of, or inability to renew upon the expiration, any governmental authorities’ approval or license which is applicable to them. 8.8 The Pledged Equity can be pledged and has good transferred in accordance with law, and marketable title to, the Pledgor have full rights and powers to pledge the Pledged Shares, Equity to the Pledgee in accordance with this Agreement and such shares or other equity interests are and will remain free and clear have the right to dispose of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor or any part of the Pledgee created Pledged Equity. 8.9 This Agreement, once duly signed by this Agreement; (b) there are no outstanding optionsthe Pledgor, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid effective and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;. (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no 8.10 Any consent, approval license, waiver or authorization of or designation or filing with required to be obtained from any governmental or regulatory authority on the part third person in respect of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery execution and performance of this Agreement and the equity pledge under this Agreement has been obtained or completed, and will not violate any provision be fully effective during the term of any applicable law or regulation or of any orderthis Agreement. 8.11 The pledge under this Agreement constitutes the first ranking security interest over the Pledged Equity. 8.12 There is no pending or, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or to the knowledge of the articles Pledgor, threatening litigation, legal proceeding or certificate claim in any court or arbitral tribunal against the Pledgor or their assets or the Pledged Equity, and, meanwhile, there is no pending or, to the knowledge of incorporationthe Pledgor, bylaws threatening litigation, legal proceeding or claim in any other similar organizational documents governmental authority or administrative authority against the Pledgor or their assets or the Pledged Equity, which will have adverse effect on the economic condition of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking their abilities to which perform the obligations and security liabilities under this Agreement. 8.13 The above representations and warranties made by the Pledgor is a party or which purports to the Pledgee will be binding upon true, accurate and complete at any time and in any condition prior to the Pledgor or upon any full performance of the assets Contractual Obligations or full discharge of the PledgorSecured Debts, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesbe fully complied with.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatas follows: (a) the The Pledgor is the record and sole beneficial owner of, and has good and marketable title to, of the Collateral listed on Schedule I. No Lien exists or will exist upon the Pledged Shares, Interests at any time (and such shares no right or option to acquire the same exists in favor of any other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverPerson), except for the liens pledge and security interests interest in favor of the Pledgee Administrative Agent for the benefit of the Secured Parties created by this Agreement;or provided for herein, which pledge and security interest constitute a first priority perfected pledge and security interest in and to all of the Interests pledged hereunder. (b) there The Pledged Interests are no outstanding optionsduly authorized, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legalvalidly existing, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are is not entitled nor will be subject to any preemptive first refusal contractual restriction, or similar rights;any restriction pursuant to the partnership agreement of the Issuer, upon the transfer of the Interests (except for any such restriction contained herein or in the Credit Agreement). (ec) no consentNo authorization, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contractapproval, or other agreementaction by, instrument and no notice to or undertaking to which filing with, any Governmental Authority is required either (i) for the pledge by the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the remedies in respect of such Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) The Interest constitutes 50% of the issued and outstanding general partner interests of the Issuer. (e) This Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor Collateral, securing the payment of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party Secured Obligations. (f) Upon the filing of a security interest financing statement in the property or assets office of the Pledgor which would include Secretary of State of the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defendState of Texas, the Administrative Agent for the benefit of the Pledgee, the Pledgee’s right, title and other Secured Parties will have a perfected first priority security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesInterests.

Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Lender as of the date hereof and covenants with for so long as any of the Pledgee, thatPledgor's obligations or liabilities under the Loan Agreement or this Agreement remains outstanding: (a) the Pledgor is the record and beneficial owner of, and has good and marketable indefeasible title to, to the Pledged SharesCollateral and has the right to grant the security interest provided for herein, and such none of the Collateral is subject to any lien, pledge, charge, encumbrance or security interest or right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof. There exists no adverse claim with respect to the Collateral; (b) to the best knowledge of Pledgor, as of the date hereof, all of the shares of the Collateral are fully vested, and none of the Collateral is subject to forfeiture of any nature; (c) the Pledgor intends this Agreement and the pledge of Collateral hereunder to create a valid and perfected first priority security interest in the Collateral; (d) to the best knowledge of Pledgor, no security agreement, financing agreement or other equity interests are and will remain free and clear public notice with respect to all or any part of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverthe Collateral is on file or of record in any public office, except the liens and security interests such as may have been filed in favor of the Pledgee created by Lender pursuant to this Agreement; (be) there are no outstanding optionsto the best knowledge of Pledgor, warrants the execution, delivery and performance by the Pledgor of this Agreement will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Pledgor is a party or by which the Pledgor is bound; (f) to the best knowledge of Pledgor, none of the Collateral is subject to any unpaid capital call or dispute, any buy-sell, voting trust, transfer restriction, preferential right to purchase or similar agreements agreement or any option, warrant, put or call or similar agreement or other rights or restrictions in favor of third persons; all of the Collateral is duly authorized, fully paid, validly issued and non-assessable and was not issued in violation of the rights of any person; this Agreement accurately describes the Collateral owned and pledged by the Pledgor; (g) to the best knowledge of Pledgor, no dispute, right of setoff, counterclaim or defense exists with respect to the Pledged Shares or any portion of the other Pledged Collateral; (ch) the Pledgor's signature on this Agreement is genuine and the Pledgor has the legal competence and capacity to execute this Agreement; (i) the address given herein as the Pledgor's principal place of residence is the Pledgor's true and correct principal place of residence; and (j) this Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Secured Party that: (a) no Collateral is in the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares possession or other equity interests are and will remain free and clear control of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverany person asserting a claim thereto or Lien therein, except that the liens and security interests in favor Secured Party or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgee created by this AgreementCollateral; (b) there are no outstanding options, warrants effective financing statement or other instrument similar agreements with respect to the Pledged Shares in effect covering all or any part of the other Pledged CollateralCollateral and made, consented to or known by the Pledgor is on file in any recording office, except such as may have been filed in favour of the Secured Party relating to this Agreement or except such as has been agreed to in writing by the Secured Party or as has been released and is being discharged pursuant to agreements executed and delivered as of even date herewith; (c) this Agreement is the legal, valid and binding obligation all Collateral consisting of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable and, except for the Excluded Securities or as set forth on Schedule A, constitutes all of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled Pledgor in RGLD Gold (Canada) ULC; (d) except to the extent previously disclosed to the Secured Party in writing, there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor could be required to sell or otherwise dispose of any preemptive first refusal or similar rightsof the Collateral; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part this Agreement creates a valid security interest in all of the Collateral securing the payment of all the Obligations; the security certificates pledged by the Pledgor is required hereunder are, and any securities pledged in connection substitution therefor or in addition thereto will be, duly and validly pledged hereunder in accordance with the pledge and security interest granted under this Agreement;applicable Requirements of Law; and (f) the execution, Pledgor has the right to pledge the Collateral as herein provided. The representations and warranties set out in this Agreement shall survive the execution and delivery and performance of this Agreement will not violate notwithstanding any provision of any applicable law investigations or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to examinations which the Pledgor is a party or which purports to may be binding upon the Pledgor or upon made by any of the assets of the Pledgor, Beneficiaries or their legal counsel. Such representations and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to warranties shall survive until this Agreement creates a valid first lien on has been terminated and perfected first priority security interest discharged in such Pledged Shares and Pledged Collateral and accordance with the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesCredit Agreement.

Representations and Warranties of the Pledgor. The In --------------------------------------------- order to induce the Secured Party to enter into this Agreement, the Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, thatSecured Party as follows: (ai) the Pledgor is the legal, record and beneficial owner of, and has good and marketable title to, of the Pledged SharesStock, subject to no Lien other than the Liens created by this Agreement and such shares or other equity interests are the terms and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor conditions of the Pledgee created by Brookdale Documents; (ii) the Pledgor has full corporate power, authority and legal right to execute and deliver this Agreement and the other Basic Documents to which it is a party and to pledge the Collateral to the Secured Party pursuant to this Agreement; (biii) there are this Agreement creates, in favor of the Secured Party and as security for the Secured Obligations, a valid, enforceable and (so long as the Secured Party maintains possession of the Pledged Stock) perfected Lien on all of the Collateral, subject to no outstanding options, warrants or Lien in favor of any other similar agreements with respect Person but subject to the Pledged Shares or any terms and conditions of the other Pledged CollateralBrookdale Documents; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (eiv) no consent, approval filing, recording or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor registration is required in connection with to perfect the pledge and security interest granted under Lien purported to be created by this Agreement, except as have been obtained and/or effected; (fv) the execution, delivery and performance each of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of and the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking Basic Documents to which the Pledgor is a party or which purports to be constitutes its legal, valid and binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result obligation enforceable against it in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Companyaccordance with its terms, except as otherwise contemplated enforceability may be limited by this Agreementapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (gvi) the pledge, assignment Pledgor's principal place of business and delivery of chief executive office is at the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest address as set forth in the property or assets introductory paragraph of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesthis Agreement.

Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Lender as of the date hereof and covenants with for as long as any of the Pledgee, thatPledgor's obligations or liabilities under the Note or this Agreement remains outstanding: (a) to the best knowledge of Pledgor; the Pledgor is the record and beneficial owner of, and has good and marketable indefeasible title to, to the Pledged SharesCollateral and has the right to grant the security interest provided for herein, and such none of the Collateral is subject to any lien, pledge, charge, encumbrance or security interest or right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof. There exists no adverse claim with respect to the Collateral; (b) to the best knowledge of Pledgor, as of the date hereof, all of the shares of the Collateral are fully vested, and none of the Collateral is subject to forfeiture Of any nature; (c) the Pledgor intends this Agreement and the pledge of Collateral hereunder to create a valid and perfected first priority security interest hi the Collateral; (d) to the best knowledge of Pledgor; no security agreement, financing agreement or other equity interests are and will remain free and clear public notice with respect to all or any part of all pledges, liens, security interests and other encumbrances and restrictions whatsoeverthe Collateral is on file or of record in any public office, except the liens and security interests such as may have been filed in favor of the Pledgee created by Lender pursuant to this Agreement; (be) there are no outstanding optionsto the best knowledge of Pledgor the execution, warrants delivery and performance by the Pledgor of this Agreement will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Pledgor is a party or by which the Pledgor is bound; to the best knowledge of Pledgor; none of the Collateral is subject to any unpaid capital call or dispute, any buy-sell, voting trust, transfer restriction, preferential right to purchase or similar agreements agreement or any option, warrant, put or call or similar agreement or other rights or restrictions in favor of third persons; all of the Collateral is duly authorized, fully paid, validly issued and non-assessable and was not issued in violation of the rights of any person; this Agreement accurately describes the Collateral owned and pledged by the Pledgor; (f) to the best knowledge of Pledgor, no dispute, right of setoff, counterclaim or defense exists with respect to the Pledged Shares or any portion of the other Pledged Collateral; (cg) the Pledgor's signature on this Agreement is genuine and the Pledgor has the legal competence and capacity to execute this Agreement; (h) the address given herein as the Pledgor's principal place of residence is the Pledgor's true and correct principal place of residence; and (j) this Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.

Representations and Warranties of the Pledgor. The Pledgor represents represent and warrants warrant to the Pledgee, and covenants with the Pledgee, Pledgee that: (a) 8.1 The Pledgor have full capacity for civil conduct and may execute this Agreement pursuant to law and assume legal obligations in accordance with this Agreement. 8.2 Party B is a limited liability company duly established and validly existing in accordance with the PRC law and has formally registered with competent administrative organ for industry and commerce. The registered capital of Party B is RMB20 million. 8.3 All reports, documents and information provided by the Pledgor to the Pledgee before this Agreement comes into force in connection with the Pledgor and all matters as required for this Agreement are true, accurate and complete in material respects when this Agreement comes into force. 8.4 All reports, documents and information provided by the Pledgor to the Pledgee after this Agreement comes into force in connection with the Pledgor and all matters as required for this Agreement are true, accurate and complete in material respects when they are provided. 8.5 At the time when this Agreement comes into force, the Pledgor are the sole legal owners of the Pledged Equity and have the right to dispose of the Pledged Equity, and there is no dispute on the record ownership of the Pledged Equity. 8.6 Other than the restrictions of rights created under the VIE Agreement, no other security interests or encumbrances have been created over the Pledged Equity. No mortgage, pledge, security, lien, priority right, option or trust (other than the encumbrances under the VIE Agreements), restriction of rights in any other form, trust or restrictive condition, due but pending legal proceedings or formalities, currently exist or will exist in respect of the Pledged Equity, and beneficial owner the Pledged Equity has not been seized, frozen, detained or held in escrow by any third party. 8.7 The execution and performance by the Pledgor of this Agreement and the holding by the Pledgor of Party B’s equity interests will not violate (i) any applicable law, regulation and judicial order; (ii) any judgement made by a court or any award made by an arbitration agency, or any decision, approval or license made by an administrative authority; (iii) any agreement or document which is binding upon the Pledgor or their assets or any agreement or document which creates mortgage over their assets, nor result in any suspension, revocation or confiscation of, or inability to renew upon the expiration, any governmental authorities’ approval or license which is applicable to them. 8.8 The Pledged Equity can be pledged and has good transferred in accordance with law, and marketable title to, the Pledgor have full rights and powers to pledge the Pledged Shares, Equity to the Pledgee in accordance with this Agreement and such shares or other equity interests are and will remain free and clear have the right to dispose of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor or any part of the Pledgee created Pledged Equity. 8.9 This Agreement, once duly signed by this Agreement; (b) there are no outstanding optionsthe Pledgor, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid effective and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;. (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no 8.10 Any consent, approval license, waiver or authorization of or designation or filing with required to be obtained from any governmental or regulatory authority on the part third person in respect of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery execution and performance of this Agreement and the equity pledge under this Agreement has been obtained or completed, and will not violate any provision be fully effective during the term of any applicable law or regulation or of any orderthis Agreement. 8.11 The pledge under this Agreement constitutes the first ranking security interest over the Pledged Equity. 8.12 There is no pending or, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or to the knowledge of the articles Pledgor, threatening litigation, legal proceeding or certificate claim in any court or arbitral tribunal against the Pledgor or their assets or the Pledged Equity, and, meanwhile, there is no pending or, to the knowledge of incorporationthe Pledgor, bylaws threatening litigation, legal proceeding or claim in any other similar organizational documents governmental authority or administrative authority against the Pledgor or their assets or the Pledged Equity, which will have adverse effect on the economic condition of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking their abilities to which perform the obligations and security liabilities under this Agreement. 8.13 The above representations and warranties made by the Pledgor is a party or which purports to the Pledgee will be binding upon true, accurate and complete at any time and in any condition prior to the Pledgor or upon any full performance of the assets Contractual Obligations or full discharge of the PledgorSecured Debts, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesbe fully complied with.

Representations and Warranties of the Pledgor. SECTION 4.01. The Pledgor represents and warrants to the Pledgee, and covenants with Pledgees on the Pledgee, date of this Pledge Agreement that: (a) the Pledgor is the record and beneficial owner of, and has good and marketable valid rights in and title to, to the Pledged SharesBank Accounts with respect to which it has purported to grant a first priority lien pledge hereunder and has full power and authority to pledge such Pledged Bank Accounts pursuant hereto and to execute, deliver and such shares perform its obligations in accordance with the terms of this Pledge Agreement, without the consent of any other Person other than any consent or other equity interests are approval that has been obtained and will remain free is in full force and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except effect or has otherwise been disclosed herein or in the liens and security interests in favor of the Pledgee created by this AgreementSecured Documents; (b) there are no outstanding options, warrants or other similar agreements the Pledgor has obtained all necessary corporate authorizations to execute and deliver this Pledge Agreement and to cause the lien provided for hereunder to be created in accordance with respect to the Pledged Shares or any of the other Pledged Collateralterms set forth herein; (c) the execution and performance of this Pledge Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against by the Pledgor in accordance with does not violate any provision of its termsorganizational documents; (d) the Pledged Shares have been duly and validly authorized and issuedfirst-priority lien created by this Pledge Agreement shall constitute, are fully paid and non-assessable and after the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is formalities required in connection with the pledge and security interest granted under this Agreement; (f) the executionArticle III are fulfilled, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any ordera legal, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first first-priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof lien in favor of the PledgeePledgees, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants their respective successors and agrees that it will defendpermitted assignees, for the benefit of the PledgeeSecured Parties, enforceable in accordance with the Pledgee’s rightterms and conditions of this Pledge Agreement against the Pledgor; (e) the Bank Accounts listed on Exhibit 2 represent all Bank Accounts owned by the Pledgor, title and security interest in and including those that are pledged to the Pledgees under this Pledge Agreement and those that are qualified as Excluded Accounts (which, for avoidance of doubt, are not pledged in favor the Pledgees pursuant to the terms and conditions of this Pledge Agreement); and (f) the Pledgor is the legitimate owner of the Pledged SharesBank Accounts, and such Pledged Bank Accounts are free and clear of any Liens, claims, options or rights of others, except for the other Pledged Collateral Liens created in this Pledge Agreement and the proceeds thereof against Liens permitted under the claims Secured Documents, and demands of all other persons or entitiesexcept for amounts that may be due and payable from time to time to the Banks at which the Bank Accounts are held.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the CompanyFan Pass, Inc., except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities.

Representations and Warranties of the Pledgor. The Each Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Noteholder that: (a) the such Pledgor is the record and beneficial owner of, and has good and marketable valid rights in, title to, or the Pledged Sharespower to transfer the Collateral with respect to which it has purported to grant a security interest hereunder, and such shares or other equity interests are and will remain free and clear of all pledgesLiens (other than Permitted Liens (as defined in the 2024 Secured Note)), liens, and has all requisite power and authority to grant to the Noteholder the security interests and other encumbrances and restrictions whatsoever, except the liens and security interests interest in favor of the Pledgee created by this Agreementsuch Collateral pursuant hereto; (b) there are no outstanding options, warrants or other similar agreements with respect subject to the Pledged Shares or any Legal Reservations, this Agreement is effective to create a legal, valid and enforceable Lien on and security interest in the Collateral in favor of the other Pledged CollateralNoteholder and, subject to the satisfaction of the Perfection Requirements, the Noteholder will have a fully perfected first priority Lien on such Collateral securing the Obligations to the extent perfection can be achieved by the Perfection Requirements; (c) this Agreement no Collateral is in the legalpossession or control of any person asserting a claim thereto or security interest therein, valid and binding obligation except that the Noteholder or its nominee or a Securities Intermediary acting on its behalf may have possession or control of the Pledgor, enforceable against the Pledgor in accordance with its termsCollateral; (d) the all Collateral consisting of Pledged Shares have has been duly authorized and validly authorized and issued, are is outstanding as fully paid and non-assessable assessable, constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the holders thereof are not entitled to any preemptive first refusal or similar rightsrespective issuers thereof, and is held by each Pledgor free and clear of all Liens (other than Permitted Liens); (e) except to the extent previously disclosed to the Noteholder in writing, there is no existing agreement, option, warrant, right or privilege capable of becoming an agreement or option pursuant to which any issuer of the Pledged Shares is obligated to issue additional Securities or such Pledgor could be required to sell or otherwise dispose of any of the Collateral; and (f) no authorization, consent, permit or approval of, or authorization of or designation other action by, or filing with or notice to, any governmental agency or authority, regulatory authority on the part of the Pledgor body, court, tribunal or other similar entity having jurisdiction is required in connection with the pledge execution and delivery by such Pledgor of this Agreement and the performance of its obligations hereunder, except for such filings as may be required to perfect the security interest granted under this Agreement; (f) hereby and as may be required in connection with the execution, delivery and performance disposition of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws all or any other similar organizational documents Collateral by laws affecting the offering and sale of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiessecurities generally.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by the Pledgor. The Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable assessable, and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) except as set forth on Exhibit A, the Pledged Shares constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (f) the issuers of the Pledged Shares set forth on Exhibit A hereto are the Pledgor’s only Subsidiaries existing on the date hereof; (g) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (fh) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which purports to be binding upon the Pledgor or any Pledge Entity or upon any of the assets of the PledgorPledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Companyany Pledge Entity, except as otherwise contemplated by this Agreement; and; (gi) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; (j) each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests or partnership interests (if any) have been issued to the Pledgor by the applicable Person. The Pledgor will not cause and will not permit any Pledged Entity to “opt-out” of Article 8 of the UCC. The Pledgor will not take, and will not permit any Pledged Entity to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity (if any) to cease to be classified as “securities” governed by Article 8 of the UCC; and (k) neither the Pledgor nor the Pledged Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that: (a) The Pledgor is a company duly organized, properly registered and validly existing under the laws of Gibraltar and has all requisite corporate and other power and authority to carry on its business as now being and heretofore conducted and to own, use, lease, operate and dispose of the assets and properties which it currently owns, uses, leases and operates, including the Shares. (b) The Shares are not subject to any rights of first refusal, buy-out and similar rights, calls or assessments, except for those established by this Agreement, the Call Option Agreement and the Principal Agreements. (c) No person other than the Pledgor and the Pledgee has any rights in or over any of the Shares and the Shares are not subject to any contract, commitment, agreement, understanding or arrangement of any kind except pursuant to this Agreement, the Call Option Agreement and the Principal Agreements. (d) The Pledgor is the record legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledgesany security interest, lienspledge, security interests and claim or any other encumbrances and restrictions whatsoeverencumbrance (the "Liens"), except the liens and security interests for (i) any Liens in favor of the Pledgee created by Pledgor pursuant to this Agreement; Agreement or (bii) there any restrictions that may result from the Call Option Agreement or any that may arise under the Principal Agreements. There 2 77 are no outstanding (i) securities convertible into or exchangeable for the Shares or (ii) options, warrants or other similar agreements rights to purchase or subscribe to securities convertible into or exchangeable for the Shares, except for any options, warranties or other rights granted under the Principal Agreements. (e) The Shares are properly registered in accordance with respect the requirements of the Russian law in the name of the Pledgor in the shareholders register of the Company (the "Register") which is maintained by ZAO "Natsionalnaya Registratsionnaya Kompaniya" (the "Registrar") as evidenced by an extract from the Register issued by the Registrar in accordance with the requirements of Russian law and attached hereto as Schedule 2. (f) The Pledgor has full corporate power and authority to enter into, execute and deliver this Agreement and the other documents contemplated hereby and to pledge the Shares as provided in this Agreement. (g) The Pledgor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and no other proceedings on the part of the Pledgor or the Company will be necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. (h) This Agreement has been duly executed and delivered by the Pledgor. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of, or give rise to a right of termination of, any permit or authorization to which the Pledgor or the Company is subject or a party and no approval or authorization of any governmental entity, or of any third party, is required on the part of the Pledgor or the Company in connection with the execution, delivery and performance of this Agreement and the other documents contemplated hereby. (i) The execution, delivery and performance by the Pledgor of this Agreement do not violate, breach or conflict with (i) the Pledgor's constituent documents, (ii) any agreement, contract or instrument to which the Pledgor is a party or by which the Pledgor or its properties are bound except for any agreement with the Pledgee, or (iii) any applicable law, regulation, decree, order or rule. (j) There is no pending or threatened action, suit, claim or investigation by any third party, or inquiry by a governmental agency, or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree which may have adverse effect with regard to (i) the financial position or activities the Pledgor, (ii) the Pledgor's title to the Pledged Shares or any (iii) the legality, validity or enforceability of the other Pledged Collateral;this Agreement. (ck) this This Agreement is constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;accordance (dl) The Pledgor has provided the Pledged Shares have been duly Pledgee with full, complete and validly authorized accurate copies of the Principal Agreements as currently in force and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;effect. (em) no consentOn the Closing Date, approval or authorization of or designation or filing with any governmental or regulatory authority on upon the part of the Pledgor is required in connection with the pledge execution and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or and registration of the articles or certificate of incorporation, bylaws or any other similar organizational documents Pledge of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result Shares in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral Register pursuant to this Agreement creates Section 3.1(a), a valid first lien on priority pledge and perfected first priority a valid security interest in such Pledged over the Shares and Pledged Collateral and the proceeds thereof shall have been created in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, Pledgee to secure the Pledgee’s right, title Secured Obligations pursuant to this Agreement and no further filings or recording of any document or instrument or any other action will be required to perfect such pledge or security interest (except that the pledge of additional Shares than those pledged on and as of the Closing Date shall require registration thereof in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesRegister).

Representations and Warranties of the Pledgor. The Pledgor jointly and severally represents and warrants to the Pledgee, and covenants with Pledgee as of the Pledgee, date hereof that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and general principles of equity that restrict the availability of equitable or legal remedies; (i) all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock; (d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable; (e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement; or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder, except in the case of each of clauses (i), (ii) and (iii), such as could not, individually or in the aggregate, have or result in a Material Adverse Effect on the Pledgee's practical ability to realize upon the Collateral granted to it; (f) there are no pending or, to the best of any orderPledgor's knowledge, judgment, writ, award threatened actions or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or of which may materially adversely affect the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; andCollateral; (g) the Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Agreement. (h) the Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, pledge, assignment and delivery claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens"). (i) there are no restrictions on transfer of the Pledged Shares Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the other necessary parties. (j) none of the Pledged Collateral pursuant Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to this Agreement creates a valid first lien on which such issuance or transfer may be subject. (k) the pledge and perfected first priority security interest in such Pledged Shares and Pledged assignment of the Collateral and the proceeds thereof in favor grant of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest under this Agreement vest in the property or assets Pledgee all rights of the Pledgor which would include in the Collateral as contemplated by this Agreement. (l) The Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit Stock constitutes one hundred percent (100%) of the Pledgee, the Pledgee’s right, title issued and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands outstanding shares of all other persons or entitiescapital stock of each Issuer.

Representations and Warranties of the Pledgor. The Pledgor jointly and severally represents and warrants to the PledgeePledgee as of the date hereof that except as set forth in the Disclosure Schedule attached to and made part of the Note Purchase Agreement, and covenants with the Pledgee, thatwhich Disclosure Schedule is incorporated hereby by reference: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the record and beneficial owner of, and has good and marketable title to, pledge of the Pledged SharesCollateral hereunder do not and will not result in any violation of any agreement, and such shares indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except governmental rule or regulation applicable to the liens and security interests in favor of the Pledgee created by this AgreementPledgor; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and general principles of equity that restrict the availability of equitable or legal remedies; (i) all Pledged Stock owned by the Pledgor is set forth on Schedule A hereto and (ii) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock; (d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable; (e) no consent, consent or approval or authorization of or designation or filing with any governmental or regulatory authority on the part Person (other than approval by Laurus of the Pledgor terms of the Subordination Agreement) is required in connection with the pledge and security interest granted under this Agreement; or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Pledgee of any applicable law the rights with respect to the Pledged Collateral as set forth herein (iii) the pledge and assignment of, and the grant of a security interest in, the Pledged Collateral hereunder, except in the case of each of clauses (i), (ii) and (iii), such as could not, individually or regulation in the aggregate, have or result in a Material Adverse Effect on the Pledgee's practical ability to realize upon the Pledged Collateral granted to it; (f) there are no pending or, to the best of any orderPledgor's knowledge, judgment, writ, award threatened actions or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or of which may materially adversely affect the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; andPledged Collateral; (g) the pledge, assignment Pledgor has the requisite power and delivery authority to enter into this Agreement and to pledge and assign the Pledged Collateral to the Pledgee in accordance with the terms of this Agreement. (h) the Pledgor owns each item of the Pledged Shares Collateral and, except for the pledge and security interest granted to Pledgee hereunder and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on existing pledge and perfected first priority security interest in favor of Laurus, the Pledged Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens"). (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties. (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such Pledged Shares issuance or transfer may be subject. (k) the pledge and assignment of the Pledged Collateral and the proceeds thereof in favor grant of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest under this Agreement vest in the property or assets Pledgee all rights of the Pledgor which would include in the Pledged Shares or any other Collateral as contemplated by this Agreement. (l) The Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit Stock constitutes one hundred percent (100%) of the Pledgee, the Pledgee’s right, title issued and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands outstanding shares of all other persons or entitiescapital stock of each Issuer.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the PledgeePledgee as follows: 4.1 The Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Pledge Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Pledge Agreement, and covenants with the Pledgee, that: (a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance thereof and the pledge of this Agreement will and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not violate contravene any law, rule or regulation or any provision of any applicable law the Pledgor's charter documents or regulation by-laws or of any order, judgment, writ, award decree or decree order of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor tribunal or of any mortgage, indenture, lease, contract, agreement or other agreement, instrument or undertaking to which the Pledgor is a party or by which purports it or any of its property is bound or affected or constitute a default thereunder; 4.2 The Pledgor is the sole legal and beneficial owner of all of the Pledged Stock; 4.3 EXHIBIT A attached hereto accurately sets forth as to be binding upon each Domestic Subsidiary and each Foreign Subsidiary in which Pledged Stock is pledged hereunder (i) the total number of shares of each class of stock of such Domestic Subsidiary or Foreign Subsidiary issued and outstanding and (ii) the total number of shares of each such class of stock that have been pledged hereunder. With respect to each Foreign Subsidiary whose capital stock is pledged hereunder, the Pledgor or upon any has pledged stock representing 65% of the assets total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote; 4.4 All of the Pledgorshares of the Pledged Stock have been duly and validly issued, are fully paid and nonassessable, and will not result in are owned by the creation or imposition Pledgor free of any pledge, mortgage, hypothecation, lien, charge or charge, encumbrance on or security interest in any of the assets of the Pledgor such shares or the Companyproceeds thereof, except as otherwise contemplated by this for that granted hereunder or permitted under the Loan Agreement; and (g) the pledge, assignment and 4.5 Upon delivery of the Pledged Shares Stock and related certificates to the other Pledged Collateral pursuant to Pledgee or its agent, this Pledge Agreement creates shall create a valid first lien on upon and perfected first priority security interest in such the Pledged Shares and Pledged Collateral Stock and the proceeds thereof in favor of the Pledgeethereof, subject to no prior pledgesecurity interest, lien, mortgagecharge or encumbrance, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesStock.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, Secured Party (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, Obligations have been indefeasibly paid in full and each Transaction Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementgovernmental rule or regulation applicable to Pledgor; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms; (i) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock; (d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable; (e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement; or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Secured Party of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may adversely affect the Collateral; (g) the Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Secured Parties in accordance with the terms of this Agreement; (h) the Pledgor owns each item of the articles Collateral and, except for the pledge and security interest granted to Secured Party previously and hereunder, the Collateral is and shall be at all times free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporationincorporation or by-laws (or equivalent organizational documents) of Pledgor or French Gulch or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, bylaws securities disclosure or similar laws of any other similar organizational documents jurisdiction to which such issuance or transfer may be subject; (k) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral, securing the payment of the Obligations; provided, that the Secured Party retains physical possession of any of the Pledged Stock the possession of which is required for perfection; (l) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking with respect to which the Pledgor Collateral is a party or which purports to be binding upon accurate and complete in all material respects; (m) the Pledgor or upon any pledge and assignment of the assets Collateral and the grant of the Pledgor, and will not result a security interest under this Agreement vest in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets Secured Party all rights of the Pledgor or in the Company, except Collateral as otherwise contemplated by this Agreement; and (gn) subject to (h), the pledge, assignment and delivery Pledged Stock constitutes one hundred percent (100%) of the Pledged Shares issued and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor outstanding shares of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets capital stock of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesFrench Gulch.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, Pledgee that: (a) the Pledgor 7.1. it is the record legal and beneficial owner of, and has good and marketable title to, its Pledged CPECs and that the Pledged SharesCPECs are not subject to any encumbrance, and such shares charge, pledge or other equity interests are and will remain free and clear of all pledgessecurity save as to Liens permitted pursuant to Section 6.02 (d), liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor (e) or (q) of the Pledgee Credit Agreement and except for the security created by this Pledge Agreement and have not been transferred in any way whatsoever; 7.2. it has full power and authority to pledge all its Pledged CPECs pursuant to this Pledge Agreement; (b) 7.3. there are no outstanding options, warrants or other similar prior agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party any encumbrance on the Pledged Collateral or to transfer the Pledged Collateral; 7.4. the Pledge over the Pledged CPECs and the inscription thereof in the register of CPECs holders of the Company pursuant to this Agreement is not contrary to any court order applicable to the Pledgor or the Company and is not in breach of any agreement to which the Pledgor is a party; 7.5. the Pledge created pursuant to this Agreement constitutes a "first priority" security interest in the property or assets of the Pledgor which would include over the Pledged Shares CPECs (gage sur actions) not subject to any other security interest or attachment or any other kind of encumbrance save as may be permitted pursuant to Section 6.02 (d), (e) or (q) of the Credit Agreement; 7.6. all necessary consents and authorizations for the execution of this Pledge Agreement have been obtained by the Pledgor and are in full force and effect; 7.7. the Pledged CPECs are not subject to any transfer restrictions (other than pursuant to the present Pledge Agreement); 7.8. all the Pledged CPECs are duly issued and fully paid-up and are in registered form; and 7.9. the Pledged CPECs are not subject to any option to purchase or similar rights of any person. Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit other than Liens in favour of the PledgeeCollateral Agent and Liens permitted by Section 6.02 (d), (e) or (q) of the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesCredit Agreement.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to and in favour of Zongshen as of the Pledgee, and covenants with the Pledgeedate hereof, that: (a) the Pledgor has not entered into any agreement with or granted to any person, firm or corporation any option or any right or privilege capable of becoming an agreement or option to acquire any right or interest in any of the Collateral (other than as created by this Agreement); (b) the Pledgor is the record legal and beneficial owner of, and has good and marketable title to, of the Pledged Shares, and such shares or other equity interests are and will remain Collateral free and clear of all liens, charges, pledges, liens, security interests restrictions (other than restrictions arising under any applicable securities laws) and encumbrances (other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee than as created by this Agreement; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral); (c) the Pledgor has the full right and legal capacity to enter into this Agreement is and to grant to Zongshen the Security Interest in the Collateral; (d) this Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, Pledgor enforceable by Zongshen against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly , except as enforceability may be limited by applicable bankruptcy laws and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsgeneral principles of equity; (e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of execution and delivery by the Pledgor is required in connection with of this Agreement, and the pledge and security interest granted performance of his obligations under this Agreement, do not and will not breach or result in a default under any contract or covenant by which he is bound; (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid valid, perfected, first lien on pledge of and a perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the PledgeeCollateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or encumbrance; and (g) the Pledged EMV Shares pledged by the Pledgor to any agreement purporting to grant to any third party a security interest in the property or assets Zongshen hereunder have been validly issued, are fully paid and non-assessable. All of the Pledgor which would include foregoing representations and warranties made herein shall survive the Pledged Shares or execution and delivery of this Agreement and shall be deemed to be continuously made hereunder so long as any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesObligations remain outstanding.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, Secured Party (which representations and covenants with warranties shall be deemed to continue to be made until all of the Pledgee, Obligations have been indefeasibly paid in full and each Transaction Document and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that: (a) the execution, delivery and performance by the Pledgor is of this Agreement and the record pledge of the Collateral hereunder do not and beneficial owner ofwill not result in any violation of any agreement, and has good and marketable title toindenture, the Pledged Sharesinstrument, and such shares license, judgment, decree, order, law, statute, ordinance or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreementgovernmental rule or regulation applicable to Pledgor; (b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is constitutes the legal, valid valid, and binding obligation of the Pledgor, Pledgor enforceable against the Pledgor in accordance with its terms; (i) the Pledgor is the direct and beneficial owner of each share of the Pledged Stock; (d) all of the shares of the Pledged Shares Stock have been duly authorized, validly issued and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rightsnonassessable; (e) no consentconsent or approval of any person, approval or authorization of or designation or filing with any corporation, governmental or body, regulatory authority on the part of the Pledgor or other entity, is required in connection with the pledge and security interest granted under this Agreement; or will be necessary for (fi) the execution, delivery and performance of this Agreement will not violate any provision Agreement, (ii) the exercise by the Secured Party of any applicable law rights with respect to the Collateral or regulation (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to the best of Pledgor’s knowledge, threatened actions or of any order, judgment, writ, award or decree of proceedings before any court, judicial body, administrative agency or arbitrator or governmental authority, domestic or foreign, or which may adversely affect the Collateral; (g) the Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Secured Parties in accordance with the terms of this Agreement; (h) the Pledgor owns each item of the articles Collateral and, except for the pledge and security interest granted to Secured Party hereunder, the Collateral is and shall be at all times free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”); (i) there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporationincorporation or by-laws (or equivalent organizational documents) of Pledgor or French Gulch or otherwise which have not otherwise been enforceably and legally waived by the necessary parties; (j) none of the Pledged Stock has been issued or transferred in violation of the securities registration, bylaws securities disclosure or similar laws of any other similar organizational documents jurisdiction to which such issuance or transfer may be subject; (k) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral, securing the payment of the Obligations; provided, that the Secured Party retains physical possession of any of the Pledged Stock the possession of which is required for perfection; (l) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking with respect to which the Pledgor Collateral is a party or which purports to be binding upon accurate and complete in all material respects; (m) the Pledgor or upon any pledge and assignment of the assets Collateral and the grant of the Pledgor, and will not result a security interest under this Agreement vest in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets Secured Party all rights of the Pledgor or in the Company, except Collateral as otherwise contemplated by this Agreement; and (gn) the pledge, assignment and delivery Pledged Stock constitutes one hundred percent (100%) of the Pledged Shares issued and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor outstanding shares of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets capital stock of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesFrench Gulch.

Representations and Warranties of the Pledgor. The Pledgor represents makes the following representations and warrants to the Pledgee, and covenants with the Pledgee, thatwarranties: (a) the Pledgor is the record It has been validly incorporated and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests exists in favor of the Pledgee created by this Agreementcompliance with its applicable laws; (b) there are no outstanding optionsIt has all powers and full capacity to execute this Agreement and has obtained all necessary authorizations for this purpose, warrants or other similar agreements with respect to the Pledged Shares or any including all corporate authorizations of the other Pledged Collateralits relevant corporate bodies; (c) Its obligations under this Agreement is Agreement, and if necessary under the Loan Agreement, are legal, valid and binding obligation of the Pledgorobligations, enforceable against the Pledgor in accordance with its their respective terms; (d) No consent or authorization of any kind whatsoever is necessary for the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal execution or similar rightsenforcement of this Pledge (other than those mentioned in this Agreement); (e) no consent, approval or authorization The contemplated Pledge has been duly authorised by the Company and its shareholders in accordance with Article 3 of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) It has obtained the executionrelease of the Initial Pledge; (g) It has full ownership over the Pledged Shares and all the Pledged Shares have been fully paid up; (h) On the date hereof, delivery the Pledged Shares are free from any registration, right, privilege, lien or other security interest and in particular, as the case may be, from the general mortgage of the competent tax administrations, so that the registration to be made pursuant to this Agreement shall bear a first priority and will not be challenged and the Pledged Shares have not been seized and are not under escrow; (i) The execution and performance of this Agreement will do not violate or breach any provision of legislative, regulatory or conventional (including any treaty) provisions applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by nor violate decisions or judgments of any court, arbitration entity, administrative authority or governmental entity; (j) It complies with the terms and conditions of any agreement or other document to which it is a party; (k) It is not in a situation of suspension of payments (cessation de paiements) and is not subject to any insolvency proceedings (or any similar proceedings aiming at the settlement of distressed companies) in any State where it operates its activities; (l) It complies with all applicable regulations (or regulations applicable to the shareholders of the Company) and all authorizations have been obtained for the performance of its activities, the ownership of its assets, and the execution of its obligations resulting from the Convention; (m) On the date hereof, no litigation, legal action or pending proceedings have been brought against it, and to his knowledge there is no risk of litigation, legal action, action or proceedings: (i) which would relate directly to any provision of this Agreement; andor (gii) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant which could affect its capacity to fulfill its obligations under this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral. The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesAgreement.

Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Pledgee, Pledgee and covenants with each of the Pledgee, thatLenders as follows: (a) True and correct copies of the certificate of incorporation and bylaws of each of the Companies, as currently in full force and effect, have been delivered to the Pledgee. Except for those agreements identified in Exhibit A, true and correct copies of which have been delivered to the Pledgee, there are no stockholder or other agreements relating to the management of any of the Companies. (b) Except for the Committed Stock and Committed Notes, if any, pending its becoming Pledged Collateral hereunder pursuant to the proviso at the end of Section 2, the Pledged Collateral includes all of the issued and outstanding Capital Stock of the Companies and all of the Surplus Notes. The Pledgor is or, upon its acquisition of Pledged Collateral not currently owned by it, will be, the legal, record and or beneficial owner of, and has has, or at the time of that acquisition, will have, good and marketable title to, the Pledged SharesCollateral, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions any Lien whatsoever, except for the liens Lien created hereby. (c) This Agreement has been duly executed and security interests in favor delivered by the Pledgor and constitutes a valid, legal and binding obligation of the Pledgee created Pledgor enforceable in accordance with the terms of this Agreement except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law). (d) The execution and delivery of this Agreement by the Pledgor, performance by it of its obligations hereunder and the grant of the Lien hereunder do not (i) require any consent or approval of the Pledgor's stockholders, except for such consents or approvals as have been duly obtained and are in full force and effect as of the date hereof; (ii) contravene any Requirement of Law; (iii) violate any provisions of, or require any filing (other than the filing of the financing statements contemplated hereby), registration, consent or approval under any Law, order writ, injunction, determination or award currently in effect applicable to the Pledgor or any of the Companies or the property of the Pledgor or any of the Companies except for the authorizations of applicable Insurance Regulatory Authorities identified in Schedule 3.4 of the Credit Agreement, each of which has been requested by the Pledgor on or before the date of this Agreement; ; (biv) there are no outstanding optionsresult in a breach of, warrants constitute a default under, or otherwise contravene, any Contractual Obligation of the Pledgor or any Company; or (v) cause either the Pledgor or any Company to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such Contractual Obligation or in violation of any other similar agreements obligation with respect to the Pledged Shares or any of the other Pledged Collateral; (c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms; (d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;. (e) no consentNo consent or authorization, approval filing with, notice to, or authorization of other act by or designation in respect of, any Governmental Authority or filing any other Person is required with any governmental or regulatory authority on the part of respect to the Pledgor is required in connection with either (i) the pledge and security interest granted under grant by the Pledgor of the Lien created hereunder or the execution, delivery or performance of this Agreement by the Pledgor or (ii) for the perfection of or the exercise by the Pledgee of the voting or other rights, remedies, powers or privileges provided for hereunder, except as identified in Schedule 3.4 of the Credit Agreement;. (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and (g) the The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and a first perfected first priority security interest in such the Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the PledgeeCollateral, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance Lien or to any agreement purporting to grant to any third party a security interest Lien on or in the property or assets of the Pledgor which that would include the Pledged Shares or Collateral. (g) Except for such restrictions as may appear on the certificates evidencing the Pledged Stock and the restrictions imposed by applicable Law which are identified in Schedule 3.4 of the Credit Agreement, there are no restrictions upon the transfer of any other of the Pledged CollateralStock. (h) The chief place of business and chief executive office of the Pledgor are located at the address specified for notices to the Pledgor herein. The Pledgor covenants and agrees that it will defenddoes not conduct any business under any name or tradenames other than its proper corporate name, for which is the benefit name set forth in the first paragraph of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the this Agreement. The Pledgor maintains no other Pledged Collateral and the proceeds thereof against the claims and demands place of all other persons or entitiesbusiness.