Unassociated Document


    DATED JANUARY 31,
2011

    


    Way
Fast Holdings Limited

    as
Chargor

    


    -
and -

    


    Tianjin
Cube Xindao Equity Investment Fund Partnership (LLP),

    


    Tianjin
Cube Xinde Equity Investment Fund Partnership (LLP),

    


    Tianjin
Cube Xinren Equity Investment Fund Partnership (LLP),

    


    and

    


     Tianjin
Cube Xinyi Equity Investment Fund Partnership (LLP)

    


    individually,
as Lender

      

      
        

      

    

     

    SHARE
CHARGE (BORROWER)

     

    
      
        

      
 


    

    


    Solicitors
and International Lawyers

    29th
Floor, Edinburgh Tower

    The
Landmark

    15
Queen’s Road Central

    Hong
Kong

    Telephone:
(852) 2526-6895


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    CONTENTS

     

    
      
        
          	
                  Number

                	 
      	
                  Clause Heading

                	 
      	
                  Page

                
	 
      	 
      	 
      	 
      	 
      
	
                  1.

                	 
      	
                  Interpretation

                	 
      	
                  1

                
	
                  2.

                	 
      	
                  Charge
      of Shares

                	 
      	
                  3

                
	
                  3.

                	 
      	
                  Continuing
      Security

                	 
      	
                  4

                
	
                  4.

                	 
      	
                  Representations
      and Warranties

                	 
      	
                  4

                
	
                  5.

                	 
      	
                  Undertakings

                	 
      	
                  6

                
	
                  6.

                	 
      	
                  Power
      of Sale

                	 
      	
                  7

                
	
                  7.

                	 
      	
                  Dividends
      and Voting Rights

                	 
      	
                  8

                
	
                  8.

                	 
      	
                  Claims
      by Chargor

                	 
      	
                  8

                
	
                  9.

                	 
      	
                  Taxes
      and Other Deductions

                	 
      	
                  8

                
	
                  10.

                	 
      	
                  Costs,
      Charges and Expenses

                	 
      	
                  8

                
	
                  11.

                	 
      	
                  Indemnity

                	 
      	
                  9

                
	
                  12.

                	 
      	
                  Further
      Assurance

                	 
      	
                  9

                
	
                  13.

                	 
      	
                  Power
      of Attorney

                	 
      	
                  10

                
	
                  14.

                	 
      	
                  Receiver

                	 
      	
                  10

                
	
                  15.

                	 
      	
                  Evidence
      of Debt

                	 
      	
                  12

                
	
                  16.

                	 
      	
                  Suspense
      Account

                	 
      	
                  13

                
	
                  17.

                	 
      	
                  Waiver
      and Severability

                	 
      	
                  13

                
	
                  18.

                	 
      	
                  Miscellaneous

                	 
      	
                  13

                
	
                  19.

                	 
      	
                  Assignment

                	 
      	
                  15

                
	
                  20.

                	 
      	
                  Notices

                	 
      	
                  15

                
	
                  21.

                	
                    

                	
                  Governing
      Law and Jurisdiction

                	
                    

                	
                  16

                


        

      

    

     

    
      
        
          
            
              	
                      Schedules

                    	 
      
	 
      	 
      	 
      
	
                      Schedule
      1 Particulars of Shares

                    	
                      18

                    
	
                      Schedule
      2 Form of Letter of Resignation

                    	
                      19

                    
	
                      Schedule
      3 Form of Letter of Authority and Undertaking

                    	
                      20

                    
	
                      Schedule
      4 Form of Written Resolutions

                    	
                      21

                    
	 
      	 
      
	
                      Execution

                    	
                      18

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THIS DEED is made on the 31st
day of January 2011

    


    BETWEEN:

    


    (1)          Way Fast Holdings Limited, a
company with limited liability incorporated under the laws of the British Virgin
Islands with its registered address at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands as chargor (the “Chargor”); and

    


    
      	
              (2)

            	
              Tianjin Cube Xindao Equity
      Investment Fund Partnership (LLP); Tianjin Cube Xinde Equity Investment
      Fund Partnership (LLP); Tianjin Cube Xinren Equity Investment Fund
      Partnership (LLP); and Tianjin Cube Xinyi Equity Investment Fund
      Partnership (LLP), limited partnerships incorporated in Tianjin,
      China, under the laws of the People’s Republic of China with its
      registered address at (Room J314-317, 3/F, Building No.6, Binhai Finance
      Street, No. 52 Xin Cheng West Road, TEDA, Tianjin), as lender
      (individually, the “Lender” and
      collectively, the “Lenders”).

            


    

    


    WHEREAS:

    


    
      	
              (A)

            	
              By
      a project finance agreement (the “Loan Agreement”) dated
      January 31, 2011 made between (1) (Xian Xinxing Real Estate Development
      Co., Ltd), a China-incorporated subsidiary of the Chargor (the “Borrower”) and (2) the
      Lenders and all transaction agreements related to the Loan Agreement (the
      “Finance
      Document”), the Lenders have collectively agreed to make available
      to the Borrower a loan facility of approximately RMB200,000,000 (Two
      Hundred Million Renminbi Yuan) (the “Facility”) in aggregate
      amount upon the terms set out
therein.

            


    

    


    
      	
              (B)

            	
              In
      connection with the structure of the Facility, the Lenders shall entrust
      (Construction Bank of China, Shanxi Branch) to act on their behalf in
      making the Loan to the Borrower.

            


    

    


    
      	
              (C)

            	
              It
      is a condition precedent to the Lender making the Facility available to
      the Borrower that the Chargor enters into this
  Deed.

            


    

    


    NOW THIS DEED WITNESSES as
follows:

    


    
      
        	
                1.

              	
                INTERPRETATION

              


      

    

    


    
      	
              1.1 

            	
              Definitions and
      Construction.  In this Deed, unless the context requires
      otherwise:

            


    

    


    
      	
               
      

            	
              (a)

            	
              terms
      and expressions defined in or construed for the purposes of the Loan
      Agreement shall have the same meanings or be construed in the same manner
      when used in this Deed;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              “Company” means Clever
      Advance Limited, a company with limited liability under the laws of Hong
      Kong with its registered address at P.O. Box 957, Offshore Incorporations
      Centre, Road Town, Tortola, British Virgin
  Islands;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Dividends” means all
      dividends, interest and other sums which are or may become payable by the
      Company to any person in its capacity as shareholder of the Company and
      includes:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      right to receive any and all such sums and all claims in respect of any
      default in paying such sums; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              all
      forms of remittance of such sums and any bank or other account to which
      such sums may be paid or credited;

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Event of Default” has
      the meaning as set forth in the Relevant Finance Documents including the
      Loan Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Potential Event of
      Default” has the meaning as set forth in the Relevant Finance
      Documents including the Loan
Agreement.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Property Ordinance”
      means the Conveyancing and Property Ordinance (Cap. 219 of the Laws of
      Hong Kong);

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Receiver” means a
      receiver and manager or a receiver, in either case, appointed under this
      Deed;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Secured Indebtedness”
      means all and any sums (whether principal, interest, fees or otherwise)
      which are now or at any time may become payable by the Borrower under any
      Finance Document to which it is a party and all other monies hereby
      secured; and

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Shares” means all those
      shares constituting the entire issued share capital from time to time of
      the Company, the particulars of which are set out in Schedule 1 and, where
      the context permits, includes the Dividends and those stocks, shares,
      rights, monies and other property referred to in Clause
    2.4.

            


    

    


    
      	
              1.2

            	
              Successors and
      Assigns. The expressions “Chargor” and “Lender” shall where the
      context permits include their respective successors and permitted assigns
      and any persons deriving title under
them.

            


    

    


    
      	
              1.3

            	
              Miscellaneous.
      In this Deed, unless the context requires otherwise, references to
      provisions of any law or regulation shall be construed as references to
      those provisions as replaced, amended, modified or re-enacted from time to
      time; words importing the singular include the plural and vice versa and words
      importing a gender include every gender; references to this Deed or any
      other Finance Document shall be construed as references to such document
      as the same may be amended, supplemented or novated from time to time;
      unless otherwise stated, references to Clauses and Schedules are to
      clauses of and schedules to this Deed and references to this Deed include
      its Schedules. Clause headings are inserted for reference only and shall
      be ignored in construing this
Deed.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        	
                2.

              	
                CHARGE OF
      SHARES

              


      

    

    


    
      	
              2.1

            	
              Charge. In
      consideration of the Lender agreeing to make the Facility available to the
      Borrower upon the terms and conditions of the Loan Agreement, the Chargor
      as beneficial owner mortgages, charges and assigns by way of first legal
      charge the Shares to the Lender as a continuing security for the due and
      punctual payment of the Secured Indebtedness and the due and punctual
      performance and observance by the Borrower of all other obligations of the
      Borrower contained in any Finance Document to which it is a
      party.

            


    

    


    
      	
              2.2

            	
              Deposit of Documents
      and Notice to Registered Holder. For the purpose of enabling the
      Lender to exercise its rights under this Deed, the Chargor undertakes
      forthwith upon the execution of this Deed to deposit, or procure that
      there be deposited, with the
Lender:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      certificates in respect of the Shares together with instruments of
      transfer and contract notes in respect thereof, duly executed in
      blank;

            


    

    


    
      	
               
      

            	
              (b)

            	
              a
      signed but undated letter of resignation from each director of the Company
      in the form set out in Schedule 2;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      signed and dated letter of authority and undertaking from each director of
      the Company in the form set out in Schedule 3;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              an
      undated written resolutions of the board of directors of the Company duly
      signed by all of the directors of the Company in the form set out in
      Schedule 4.

            


    

    


    
      	
              2.3

            	
              Registration in Name
      of Lender. The Chargor agrees that at any time after an Event of
      Default occurs the Lender may, at the cost of the Chargor, register the
      Shares in the name of the Lender or its
nominee.

            


    

    


    
      	
              2.4

            	
              Dividends and
      Accretions. This Deed shall, subject as provided in Clause 7,
      extend to and include all Dividends and all stocks, shares (and the
      Dividends in respect thereof), rights, monies or other property accruing
      or offered at any time by way of redemption, substitution, bonus,
      preference, option or otherwise to or in respect of any of the Shares and
      all allotments, accretions, offers, rights, benefits and advantages
      whatsoever at any time accruing, made, offered or arising in respect of
      any of the same and all further shares in the capital of the Company
      issued subsequent hereto.  If the Chargor shall acquire any such
      other stocks or shares as aforesaid, it shall forthwith deliver or procure
      that there be delivered to the Lender the certificates in respect thereof
      together with instruments of transfer and contract notes in respect
      thereof duly executed in blank to enable the same to be registered in the
      name of the Lender or its
nominee.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              2.5

            	
              No Liability for
      Calls. Nothing in this Deed shall be construed as placing on the
      Lender any liability whatsoever in respect of any calls, instalments or
      other payments relating to any of the Shares or any rights, shares or
      other securities accruing, offered or arising as aforesaid, and the
      Chargor shall indemnify the Lender in respect of all calls, instalments or
      other payments relating to any of the Shares and to any rights, shares and
      other securities accruing, offered or arising as aforesaid in respect of
      any of the Shares.

            


    

    


    
      	
              2.6

            	
              Discharge.  Upon
      payment in full of all the Secured Indebtedness to the satisfaction of the
      Lender and cancellation of the Facility, the Lender shall, at the request
      and cost of the Chargor, and in such form as the Lender shall approve,
      discharge the security created by this
Deed.

            


    

    


    
      	
              2.7

            	
              Registration.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Chargor must immediately notify the Lender upon becoming registered as a
      non-Hong Kong company under Part XI of the Companies Ordinance Ordinance
      (Chapter 32 of the Laws of Hong
Kong).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Chargor will procure that this Deed be promptly delivered to the Hong Kong
      Companies Registry for registration upon the Chargor becoming registered
      as a non-Hong Kong company under Part XI of the Companies Ordinance
      (Chapter 32 of the Laws of Hong Kong) and in any event within five (5)
      weeks of the date of becoming so
registered.

            


    

    


    
      
        	
                3.

              	
                CONTINUING
      SECURITY

              


      

    

    


    This Deed
shall be a continuing security and shall remain in full force and effect until
the Secured Indebtedness has been paid in full, notwithstanding the insolvency
or liquidation or any incapacity or change in the constitution or status of the
Chargor or any other person or any intermediate settlement of account or other
matter whatsoever.  This Deed is in addition to, and independent of,
any encumbrance, guarantee or other security or right or remedy now or at any
time hereafter held by or available to the Lender.

    


    
      
        	
                4.

              	
                REPRESENTATIONS AND
      WARRANTIES

              


      

    

    


    
      	
              4.1

            	
              Representations and
      Warranties. The Chargor represents and warrants to the Lender
      that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Chargor is a company duly incorporated with limited liability and validly
      existing under the laws of the British Virgin Islands, and has full power,
      authority and legal right to own its property and assets and to carry on
      its business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Chargor has full power, authority and legal right to enter into and engage
      in the transactions contemplated by this Deed and has taken or obtained
      all necessary corporate and other action and consents to authorise the
      execution and performance of this
Deed;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              this
      Deed constitutes legal, valid and binding obligations of the Chargor
      enforceable in accordance with its
terms;

            


    

    


    
      	
               
      

            	
              (d)

            	
              neither
      the execution of this Deed nor the performance by the Chargor of any of
      its obligations or the exercise of any of its rights hereunder will
      conflict with or result in a breach of any law, regulation, judgment,
      order, authorisation, agreement or obligation applicable to it or cause
      any limitation placed on it or the powers of its directors to be exceeded
      or result in the creation of or oblige the Chargor to create an
      encumbrance in respect of the Shares (except in favour of the Lender under
      or pursuant to this Deed);

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      authorisations required from any governmental or other authority or from
      any shareholders or creditors of the Chargor for or in connection with the
      execution, validity and performance of this Deed have been obtained and
      are in full force and effect and there has been no default under the
      conditions of any of the same;

            


    

    


    
      	
               
      

            	
              (f)

            	
              no
      litigation, arbitration or administrative proceeding is currently taking
      place or pending or, to the knowledge of the Chargor, threatened against
      the Chargor or its assets or
revenues;

            


    

    


    
      	
               
      

            	
              (g)

            	
              except
      for the entry of the details of this Deed in the [Register of Mortgages
      and Charges] of the Chargor in accordance with section
      [     ] of the Companies Law of the British
      Virgin Islands, it is not necessary in order to ensure the validity,
      enforceability, priority or admissibility in evidence in proceedings of
      this Deed in Hong Kong, the British Virgin Islands or any other relevant
      jurisdiction that it or any other document be filed or registered with any
      authority in Hong Kong, the British Virgin Islands or elsewhere or that
      any tax be paid in respect thereof;

            


    

    


    
      	
               
      

            	
              (h)

            	
              as
      at the date of this Deed, the Chargor is not registered, and there is no
      application pending for its registration, as a non-Hong Kong company under
      Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong
      Kong);

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      particulars of the Shares set out in Schedule 1 are accurate and the
      Shares described therein constitute the entire issued share capital of the
      Company at the date hereof and all the Shares have been validly issued and
      are fully paid up;

            


    

    


    
      	
               
      

            	
              (j)

            	
              subject
      to this Deed, the Chargor is the sole beneficial owner of the Shares and
      is the legal owner of all such Shares and the Chargor has good and
      marketable title thereto;

            


    

    


    
      	
               
      

            	
              (k)

            	
              no
      encumbrance exists over all or any part of the Shares (except as created
      under or pursuant to this Deed);

            


    

    


    
      	
               
      

            	
              (l)

            	
              the
      Chargor has not granted in favour of any other person any interest in or
      any option or other rights in respect of any of the
  Shares;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (m)

            	
              the
      Borrower has not issued or resolved or agreed to issue or granted any
      option or other right to acquire any additional shares to any person;
      and

            


    

    


    
      	
               
      

            	
              (n)

            	
              the
      Chargor is generally subject to civil and commercial law and to legal
      proceedings and neither the Chargor nor any of its assets or revenues is
      entitled to any immunity or privilege (sovereign or otherwise) from any
      set-off, judgment, execution, attachment or other legal
      process.

            


    

    


    
      	
              4.2

            	
              Continuing
      Representation and Warranty. The Chargor also represents and
      warrants to and undertakes with the Lender that the foregoing
      representations and warranties will be true and accurate throughout the
      continuance of this Deed with reference to the facts and circumstances
      subsisting from time to time.

            


    

    


    
      	
              5.

            	
              UNDERTAKINGS

            


    

    


    The
Chargor undertakes and agrees with the Lender throughout the continuance of this
Deed and so long as the Secured Indebtedness or any part thereof remains owing
that the Chargor will, unless the Lender otherwise agrees in
writing:

    


    
      	
               
      

            	
              (a)

            	
              not
      create or attempt or agree to create or permit to arise or exist any
      Encumbrance over all or any part of the Shares or any interest therein or
      otherwise assign, deal with or dispose of all or any part of the Shares
      (except under or pursuant to this
Deed);

            


    

    


    
      	
               
      

            	
              (b)

            	
              not
      grant in favour of any other person any interest in or any option or other
      rights in respect of any of the
Shares;

            


    

    


    
      	
               
      

            	
              (c)

            	
              ensure
      that no person holding any of the Shares as its nominee for the time being
      does any of the acts prohibited in paragraphs (a) and (b)
      above;

            


    

    


    
      	
               
      

            	
              (d)

            	
              procure
      that the Company shall not issue or resolve or agree to issue or grant any
      option or other right to acquire shares to any person other than the
      Chargor (and subject always to this
Deed);

            


    

    


    
      	
               
      

            	
              (e)

            	
              at
      all times remain the beneficial owner of the
  Shares;

            


    

    


    
      	
               
      

            	
              (f)

            	
              procure
      that no amendment or supplement is made to the memorandum or articles of
      association of the Company;

            


    

    


    
      	
               
      

            	
              (g)

            	
              immediately
      upon the appointment of any new director of the Company, deposit or
      procure that there be deposited with the Lender a signed undated letter of
      resignation by such director in the form set out in Schedule 2; a signed
      and dated letter of authority and undertaking by such director in the form
      of Schedule 3 and an undated written resolutions of the board of directors
      of the Company duly signed by all of the directors of the Company in the
      form set out in Schedule 4;

            


    

    


    
      	
               
      

            	
              (h)

            	
              do
      or permit to be done every act or thing which the Lender may from time to
      time require for the purpose of enforcing the rights of the Lender
      hereunder;  and

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              not
      do or cause or permit to be done anything which may in any way depreciate,
      jeopardise or otherwise prejudice the value of the Lender’s security
      hereunder.

            


    

    


    
      	
              6.

            	
              POWER OF
      SALE

            


    

    


    
      	
              6.1

            	
              Enforceability.
      Upon the occurrence of an Event of Default, the Lender or its nominee may,
      without further notice or authority, sell or dispose of all or any part of
      the Shares and may apply the proceeds of any such sale or disposition in
      or towards the discharge of the costs thereby incurred and of the Secured
      Indebtedness in such manner as it in its absolute discretion thinks
      fit.

            


    

    


    
      	
              6.2

            	
              Sale of Shares.
      The Lender shall be entitled to exercise such power of sale in such manner
      and at such time or times and for such consideration (whether payable
      immediately or by instalments) as it shall in its absolute discretion
      think fit (whether by private sale or otherwise) and so that the Shares
      (or any relevant part thereof) may be sold (i) subject to any conditions
      which the Lender may think fit to impose, (ii) to any person (including
      any person connected with the Company, Borrower, the Chargor or the
      Lender) and (iii) at any price which the Lender, in its absolute
      discretion, considers to be the best obtainable in the circumstances
      taking into account the nature of the Company as a private
      company.

            


    

    


    
      	
              6.3

            	
              Dividends. At
      any time after the power of sale has arisen, any Dividends which have been
      or may be received or receivable by the Lender or any nominee of the
      Lender may be applied by the Lender as though they were proceeds of sale
      hereunder.

            


    

    


    
      	
              6.4

            	
              Purchaser Not Bound to
      Enquire. The Lender is authorised to give a good discharge for any
      moneys received by it pursuant to the exercise of its power of sale and a
      purchaser shall not be bound to enquire whether the power of sale has
      arisen as herein provided nor be concerned with the manner of application
      of the proceeds of sale.

            


    

    


    
      	
              6.5

            	
              No Liability for
      Losses. The Chargor shall not have any claim against the Lender or
      its nominee in respect of any loss arising out of any such sale or any
      postponement thereof howsoever caused and whether or not a better price
      could or might have been obtained upon the sale of the Shares or any of
      them by deferring or advancing the date of such sale or otherwise
      howsoever.

            


    

    


    
      	
              6.6

            	
              Waiver of Pre-Emption
      Rights. The Chargor waives any right it may have under the articles
      of association of the Company or otherwise to purchase the Shares or any
      of them in the event that they are sold or otherwise disposed of pursuant
      to the power of sale contained in this
Clause.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              DIVIDENDS AND VOTING
      RIGHTS

            


    

    


    
      	
              7.1

            	
              Dividends and Voting
      Rights.  If the Shares or any of them are registered in
      the name of the Lender or its nominee, the Lender shall have complete
      discretion to retain the Dividends received by the Lender and to exercise
      or abstain from exercising all voting and other rights and powers
      attaching to the Shares as the Lender in its absolute discretion thinks
      fit without being liable for any losses which the Chargor may suffer as a
      result thereof.  If an Event of Default occurs and is continuing
      but the Shares or any of them are not yet registered in the name of the
      Lender or its nominee, the Chargor shall and shall procure that any person
      holding any of the Shares as its nominee holds the Dividends received by
      the Chargor or such nominee for the account of the Lender and shall pay
      such Dividends to the Lender as soon as practicable after
      receipt.

            


    

    


    
      	
              7.2

            	
              Authority to Sign
      Proxies.  If an Event of Default occurs, the Chargor
      irrevocably authorises the Lender to sign on its behalf any proxies or
      other documents which the Lender may require to enable the Lender to
      exercise such voting and other rights and powers attaching to the
      Shares.

            


    

    


    
      	
              8.

            	
              CLAIMS BY
      CHARGOR

            


    

    


    The
Chargor represents to and undertakes with the Lender that it has not taken and
will not take any security in respect of its liability under this Deed whether
from the Company or any other person.  So long as any sum remains
owing by the Borrower to the Lender, the Chargor shall not exercise any right of
subrogation or any other rights of a surety or enforce any security or other
right or claim against the Borrower (whether in respect of its liability under
this Deed or otherwise) or any other person who has guaranteed or given any
security in respect of the Secured Indebtedness or claim in the insolvency or
liquidation of the Borrower or any such other person in competition with the
Lender.  If the Chargor receives any payment or benefit in breach of
this Clause, it shall hold the same upon trust for the Lender as a continuing
security for the Secured Indebtedness.

    


    
      
        	
                9.

              	
                TAXES AND OTHER
      DEDUCTIONS

              


      

    

    


    All sums
payable by the Chargor under this Deed shall be paid in full without set-off or
counterclaim or any restriction or condition and free and clear of any tax or
other deductions or withholdings of any nature.  If the Chargor or any
other person is required by any law or regulation to make any deduction or
withholding (on account of tax or otherwise) from any payment, the Chargor
shall, together with such payment, pay such additional amount as will ensure
that the Lender receives (free and clear of any tax or other deductions or
withholdings) the full amount which it would have received if no such deduction
or withholding had been required.  The Chargor shall promptly forward
to the Lender copies of official receipts or other evidence showing that the
full amount of any such deduction or withholding has been paid over to the
relevant taxation or other authority.

    


    
      	
              10. 

            	
              COSTS, CHARGES AND
      EXPENSES

            


    

    


    The
Chargor shall from time to time forthwith on demand pay to or reimburse the
Lender for:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              all
      costs, charges and expenses (including legal and other fees on a full
      indemnity basis and all other out-of-pocket expenses) incurred by the
      Lender in connection with the preparation, execution and registration of
      this Deed, any other documents required in connection herewith and any
      amendment to or extension of, or the giving of any consent or waiver in
      connection with, this Deed; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      costs, charges and expenses (including legal and other fees on a full
      indemnity basis and all other out-of-pocket expenses) incurred by the
      Lender in investigating any event which it reasonably believes is an Event
      of Default or Potential Event of Default or in exercising any of its
      rights or powers hereunder or in suing for or seeking to recover any sums
      due hereunder or otherwise preserving or enforcing its rights hereunder or
      in defending any claims brought against it in respect of this Deed or in
      releasing or re-assigning this Deed upon payment of all monies hereby
      secured,

            


    

    


    and,
until payment of the same in full, all such costs, charges and expenses shall be
secured by this Deed.

    


    
      	
              11.

            	
              INDEMNITY

            


    

    


    
      	
              11.1

            	
              General
      Indemnity. The Chargor shall indemnify the Lender against all
      losses, liabilities, damages, costs and expenses incurred by it in the
      execution or performance of the terms and conditions hereof and against
      all actions, proceedings, claims, demands, costs, charges and expenses
      which may be incurred, sustained or arise in respect of the non performance
      or non observance
      of any of the undertakings and agreements on the part of the Chargor
      herein contained or in respect of any matter or thing done or omitted
      relating in any way whatsoever to the
Shares.

            


    

    


    
      	
              11.2

            	
              Payment and
      Security. The Lender may retain and pay out of any money in the
      Lender’s hands all sums necessary to effect the indemnity contained in
      this Clause and all sums payable by the Chargor under this Clause shall
      form part of the monies hereby
secured.

            


    

    


    
      	
              12.

            	
              FURTHER
      ASSURANCE

            


    

    


    
      	
              12.1

            	
              Further
      Assurance. The Chargor shall at any time and from time to time
      (whether before or after the security hereby created shall have become
      enforceable) execute such further legal or other mortgages, charges or
      assignments and do all such transfers, assurances, acts and things as the
      Lender may require over or in respect of the Shares to secure all monies,
      obligations and liabilities hereby covenanted to be paid or hereby secured
      or for the purposes of perfecting and completing any assignment of the
      Lender’s rights, benefits or obligations hereunder and the Chargor shall
      also give all notices, orders and directions which the Lender may
      require.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
              12.2

            	
              Agreement to Execute
      Further Documents. Without limiting the foregoing, the Chargor
      agrees from time to time to execute and sign or to procure that the person
      for  the time being holding any of the Shares as the Chargor’s
      nominee executes and signs all transfers, powers of attorney, proxies and
      other documents which the Lender may require for perfecting the Lender’s
      title to any of the Shares or for vesting or enabling it to vest the same
      in itself, its nominee or in any purchaser including, without limitation,
      procuring to be duly passed such resolutions by the directors of the
      Company and such resolutions by the Chargor or the person holding any of
      the Shares as the Chargor’s nominee in an extraordinary general meeting of
      the Company as the Lender shall require for the purposes of approving and
      passing for registration any transfers of any of the Shares, altering the
      Company’s memorandum or articles of association, removing any directors of
      the Company, appointing new directors of the Company nominated by the
      Lender or for such other purposes as the Lender shall from time to time
      require.

            


    

    


    
      	
              12.3

            	
              Enforcement of
      Lender’s Rights. The Chargor will do or permit to be done
      everything which the Lender may from time to time require to be done for
      the purpose of enforcing the Lender’s rights hereunder and will allow the
      name of the Chargor to be used as and when required by the Lender for that
      purpose.

            


    

    


    
      	
              13.

            	
              POWER OF
      ATTORNEY

            


    

    


    The
Chargor irrevocably appoints the Lender by way of security to be its attorney
(with full power of substitution) and in its name or otherwise on its behalf and
as its act and deed to sign, seal, execute, deliver, perfect and do all deeds,
instruments, acts and things which may be required or which the Lender shall
think proper or expedient for carrying out any obligations imposed on the
Chargor hereunder or for exercising any of the powers hereby conferred or for
giving to the Lender the full benefit of this security and so that the
appointment hereby made shall operate to confer on the Lender authority to do on
behalf of the Chargor anything which it can lawfully do by an
attorney.  The Chargor ratifies and confirms and agrees to ratify and
confirm any deed, instrument, act or thing which such attorney or substitute may
execute or do.

    


    
      	
              14. 

            	
              RECEIVER

            


    

    


    
      	
              14.1 

            	
              Appointment of
      Receiver.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Lender may appoint any one or more persons to be a Receiver of all or any
      part of the Shares if:

            


    

    


    
      	
               
      

            	
              (i)

            	
              this
      Deed has become enforceable; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Chargor so requests the Lender in writing at any
  time.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      appointment under paragraph (a) above may be by deed under seal or in
      writing under its hand.

            


    

    


    
      	
              14.2

            	
              Removal.  The
      Lender may by writing under its hand remove any Receiver appointed by it
      and may, whenever it thinks fit, appoint a new Receiver in the place of
      any Receiver whose appointment may for any reason have
      terminated.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              14.3

            	
              Remuneration.  The
      Lender may fix the remuneration of any Receiver appointed by
      it.

            


    

    


    
      	
              14.4

            	
              Agent of the
      Chargor.  A Receiver will be deemed to be the agent of
      the Chargor for all purposes and accordingly will be deemed to be in the
      same position as a Receiver duly appointed by a mortgagee under the
      Property Ordinance.  The Chargor is responsible for the
      contracts, engagements, acts, omissions, defaults and losses of a Receiver
      and for liabilities incurred by a
Receiver.

            


    

    


    
      	
              14.5

            	
              Relationship with the
      Lender.  To the fullest extent allowed by law, any right,
      power or discretion conferred by this Deed (either expressly or impliedly)
      or by law on a Receiver may after this Deed becomes enforceable be
      exercised by the Lender in relation to the Shares without first appointing
      a Receiver and notwithstanding the appointment of a
    Receiver.

            


    

    


    
      	
              14.6

            	
              General.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Receiver has all of the rights, powers and discretions set out below in
      this Clause in addition to those conferred (or deemed by this Deed to be
      conferred) on him by any law, including all the rights, powers and
      discretions conferred on a receiver under the Property
      Ordinance.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      there is more than one Receiver holding office at the same time, each
      Receiver may (unless the document appointing him states otherwise)
      exercise all of the powers conferred on a Receiver under this Deed
      individually and to the exclusion of any other
  Receiver.

            


    

    


    
      	
              14.7

            	
              Possession.  A
      Receiver may take immediate possession of, get in and collect the Shares
      and without prejudice to the foregoing, cause to be registered all or any
      part of the Shares in his own name or in the name of his nominee(s) or in
      the name of any purchaser(s)
thereof.

            


    

    


    
      	
              14.8

            	
              Agents.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Receiver may appoint and discharge managers, officers, agents,
      accountants, servants, workmen and others for the purposes of this Deed
      upon such terms as to remuneration or otherwise as he thinks
      fit.

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      Receiver may discharge any person appointed by the
  Chargor.

            


    

    


    
      	
              14.9

            	
              Borrow
      money.  A Receiver may raise and borrow money either
      unsecured or on the security of Shares either in priority to this Deed or
      otherwise and generally on any terms and for whatever purpose which he
      thinks fit.

            


    

    


    
      	
              14.10

            	
              Sale of
      assets.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Receiver may sell, exchange, convert into money and realise the Shares by
      public auction or private contract and generally in any manner and on any
      terms which he thinks fit.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      consideration for any such transaction may consist of cash, debentures or
      other obligations, shares, stock or other valuable consideration and any
      such consideration may be payable in a lump sum or by instalments spread
      over any period which the Receiver thinks
fit.

            


    

    


    
      	
              14.11

            	
              Compromise.  A
      Receiver may settle, adjust, refer to arbitration, compromise and arrange
      any claim, account, dispute, question or demand with or by any person who
      is or claims to be a creditor of the Chargor or relating in any way to the
      Shares.

            


    

    


    
      	
              14.12

            	
              Legal
      actions.  A Receiver may bring, prosecute, enforce,
      defend and abandon any action, suit or proceedings in relation to the
      Shares which he thinks fit.

            


    

    


    
      	
              14.13

            	
              Delegation.  A
      Receiver may delegate his powers in accordance with this
    Deed.

            


    

    


    
      	
              14.14

            	
              Protection of
      assets.  A Receiver may effect insurance and do any other
      act which the Chargor might reasonably do to protect the Shares in each
      case as he thinks fit.

            


    

    


    
      	
              14.15

            	
              Other
      powers.  A Receiver
may:

            


    

    


    
      	
               
      

            	
              (a)

            	
              do
      all other acts and things which he may consider desirable or necessary for
      realising the Shares or incidental or conducive to any of the rights,
      powers or discretions conferred on a Receiver under or by virtue of this
      Deed or law;

            


    

    


    
      	
               
      

            	
              (b)

            	
              exercise
      in relation to the Shares all the powers, authorities and things which he
      would be capable of exercising if he were the absolute beneficial owner of
      the Shares; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              use
      the name of the Chargor for any of the above
  purposes.

            


    

    


    
      	
              14.16

            	
              Any
      moneys received by the Lender or any Receiver after this Deed has become
      enforceable must be applied in the following order of
      priority:

            


    

    


    
      	
               
      

            	
              (a)

            	
              in
      or towards payment of or provision for all costs and expenses incurred by
      the Lender or any Receiver under or in connection with this Deed and of
      all remuneration due to any Receiver under or in connection with this
      Deed;

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      or towards payment of or provision for the Secured Indebtedness in
      accordance with the relevant terms of the other Finance Documents;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              in
      payment of the surplus (if any) to the Chargor or other person entitled to
      it.

            


    

    


    This
Clause is subject to the payment of any claims having priority over this
Deed.  This Clause does not prejudice the right of Lender to recover
any shortfall from the Chargor.

    


    
      	
              15. 

            	
              EVIDENCE OF
      DEBT

            


    

    


    Any
statement of account purporting to show an amount due from the Company under any
Finance Document to which it is a party or from the Chargor under this Deed
and  signed as correct by a duly authorised officer of the Lender
shall, in the absence of manifest error, be conclusive evidence of the amount so
due.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
              16.

            	
              SUSPENSE
      ACCOUNT

            


    

    


    
      	
              16.1

            	
              Right to Credit
      Suspense Account. The Lender may place and keep any monies received
      by virtue of this Deed (whether before or after the insolvency or
      liquidation of the Chargor or the Borrower) to the credit of a suspense
      account for so long as the Lender may think fit in order to preserve the
      rights of the Lender to sue or prove for the whole amount of its claims
      against the Chargor, the Company, the Borrower or any other
      person.

            


    

    


    
      	
              16.2

            	
              Subsequent
      Encumbrances. If the Lender receives notice of any breach of
      Clauses 5(a) or 5(c), the Lender may open a new account for the Company.
      Whether or not it does so it shall be treated as if it had opened a new
      account at the time of such breach (unless it gives written notice to the
      contrary to the Chargor). As from the time of such breach all payments
      made by or on behalf of the Company to or received pursuant to this Deed
      by the Lender shall be credited or treated as having been credited to the
      new account and shall not operate to reduce the amount due from the
      Borrower to the Lender at the time of such
  breach.

            


    

    


    
      	
              17.

            	
              WAIVER AND
      SEVERABILITY

            


    

    


    No
failure or delay by the Lender in exercising any right, power or remedy
hereunder shall impair such right, power or remedy or operate as a waiver
thereof, nor shall any single or partial exercise of the same preclude any
further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies herein provided are
cumulative and do not exclude any other rights, powers and remedies provided by
law.  If at any time any provision of this Deed is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction, the
legality, validity and enforceability of such provision under the law of any
other jurisdiction, and of the remaining provisions of this Deed, shall not be
affected or impaired thereby.

    


    
      	
              18. 

            	
              MISCELLANEOUS

            


    

    


    
      	
              18.1

            	
              Continuing
      Obligations. The liabilities and obligations of the Chargor under
      this Deed shall remain in force notwithstanding any act, omission, event
      or circumstance whatsoever, until full, proper and valid payment of the
      Secured Indebtedness.

            


    

    


    
      	
              18.2

            	
              Protective
      Clauses. Without limiting Clause 18.1, neither the liability of the
      Chargor nor the validity or enforceability of this Deed shall be
      prejudiced, affected or discharged
by:

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      granting of any time or indulgence to the Company, the Borrower or any
      other person;

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (e)

            	
              any
      variation or modification of any Finance Document or any other document
      referred to therein;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      invalidity or unenforceability of any obligation or liability of the
      Company, the Borrower under any Finance Document to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (g)

            	
              any
      invalidity or irregularity in the execution of this Deed or any of the
      other Finance Documents;

            


    

    


    
      	
               
      

            	
              (h)

            	
              any
      deficiency in the powers of the Borrower to enter into or perform any of
      its obligations under any Finance Document to which it is party or any
      irregularity in the exercise thereof or any lack of authority by any
      person purporting to act on behalf of the
  Borrower;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      insolvency or liquidation or any incapacity, disability or limitation or
      any change in the constitution or status of the Borrower or the
      Chargor;

            


    

    


    
      	
               
      

            	
              (j)

            	
              any
      other Finance Document, Encumbrance, guarantee or other security or right
      or remedy being or becoming held by or available to the Lender or by any
      of the same being or becoming wholly or partly void, voidable,
      unenforceable or impaired or by the Lender at any time releasing,
      refraining from enforcing, varying or in any other way dealing with any of
      the same or any power, right or remedy the Lender may now or hereafter
      have from or against the Borrower, the Company or any other
      person;

            


    

    


    
      	
               
      

            	
              (k)

            	
              any
      waiver, exercise, omission to exercise, compromise, renewal or release of
      any rights against the Borrower, the Company or any other person or any
      compromise, arrangement or settlement with any of the
  same;

            


    

    


    
      	
               
      

            	
              (l)

            	
              any
      act, omission, event or circumstance which would or may but for this
      provision operate to prejudice, affect or discharge this Deed or the
      liability of the Chargor hereunder.

            


    

    


    
      	
              18.3

            	
              Unrestricted Right of
      Enforcement. This Deed may be enforced without the Lender first
      having recourse to any other security or rights or taking any other steps
      or proceedings against the Company, the Borrower, the Chargor or any other
      person or may be enforced for any balance due after resorting to any one
      or more other means of obtaining payment or discharge of the monies,
      obligations and liabilities hereby
secured.

            


    

    


    
      	
              18.4

            	
              Discharges and
      Releases. Notwithstanding any discharge, release or settlement from
      time to time between the Lender and the Chargor, if any security,
      disposition or payment granted or made to the Lender in respect of the
      Secured Indebtedness by the Chargor or any other person is avoided or set
      aside or ordered to be surrendered, paid away, refunded or reduced by
      virtue of any provision, law or enactment relating to bankruptcy,
      insolvency, liquidation, winding-up, composition or arrangement for the
      time being in force or for any other reason, the Lender shall be entitled
      hereafter to enforce this Deed as if no such discharge, release or
      settlement had occurred.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      	
              18.5

            	
              Amendment. Any
      amendment or waiver of any provision of this Deed and any
      waiver  of any default under this Deed shall only be effective
      if made in writing and signed by the
Lender.

            


    

    


    
      	
              18.6

            	
              Counterparts.
      This Deed may be executed in any number of counterparts and by the
      different parties to this Deed on separate counterparts, each of which
      when executed and delivered shall be an original but all the counterparts
      shall together constitute one and the same
  instrument.

            


    

    


    
      	
              19.

            	
              ASSIGNMENT

            


    

    


    
      	
              19.1

            	
              The Chargor.
      The Chargor shall not assign any of its rights
  hereunder.

            


    

    


    
      	
              19.2

            	
              The Lender. The
      Lender may assign, create Encumbrances or grant participations in or over
      all or any part of its rights under this Deed and make disclosures in
      accordance with the relevant provisions in the relevant Finance Document
      but as if references therein to the Borrower were references to the
      Chargor.  This Deed will be binding upon and inure to the
      benefit of the Chargor, the Lender and their respective successors and,
      subject to this Clause, transferees and
assigns.

            


    

    


    
      	
              20. 

            	
              NOTICES

            


    

    


    
      	
              20.1

            	
              Delivery. Each
      notice, demand or other communication to be given or made under this Deed
      shall be in writing and delivered or sent to the relevant party at its
      address or fax number set out below (or such other address or fax number
      as the addressee has by five (5) days’ prior written notice specified to
      the other party):

            


    

    


    
      
        	
                To
      the Chargor:

              	
                Way
      Fast Holdings Limited

              
	 
      	 
      
	 
      	
                P.O.
      Box 957, Offshore Incorporations Centre, Road Town,

              
	 
      	
                Tortola,
      British Virgin Islands

              
	 
      	
                Email:

              	 
      	 
      
	 
      	
                Fax
      Number

              	
                :

              	
                (852)
      2810 4525

              
	 
      	
                Attention

              	
                :

              	
                Bonnie
      Pang

              
	 
      	 
      
	
                To
      the Lender:

              	
                c/o
      Cube Capital HK Limited

              
	 
      	
                cdai@cubecap.com

              
	 
      	
                tchen@cubecap.com

              
	 
      	
                zzhuang@cubecap.com

              
	 
      	
                Fax
      Number

              	
                :

              	
                (852)
      2525 8003

              
	 
      	
                Attention

              	
                :

              	
                Christine
      Dai, Tony Chen, ZK Zhuang

              


      

    

    


    
      	
              20.2

            	
              Deemed
      Delivery. Any notice, demand or other communication so addressed to
      the relevant party shall be deemed to have been delivered (a) if given or
      made by letter, when actually delivered to the relevant address and (b) if
      given or made by fax, when despatched with electronic confirmation of
      complete and error-free transmission, Provided that, if such day is not a
      working day in the place to which it is sent, such notice, demand or other
      communication shall be deemed delivered on the next following working day
      at such place.

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      	
              21.

            	
              GOVERNING LAW AND
      JURISDICTION

            


    

    


    
      	
              21.1

            	
              Law. This Deed
      and the rights and obligations of the parties hereunder shall be governed
      by and construed in accordance with the laws of Hong
  Kong.

            


    

    


    
      	
              21.2

            	
              Jurisdiction.
      The Chargor agrees that any legal action or proceeding arising out of or
      relating to this Deed may be brought in the courts of Hong Kong and
      irrevocably submits to the non-exclusive jurisdiction of such
      courts.

            


    

    


    
      	
              21.3

            	
              No Limitation on Right
      of Action. Nothing herein shall limit the right of the Lender to
      commence any legal action against the Chargor and/or its property in any
      other jurisdiction or to serve process in any manner permitted by law, and
      the taking of proceedings in any jurisdiction shall not preclude the
      taking of proceedings in any other jurisdiction whether concurrently or
      not.

            


    

    


    
      	
              21.4

            	
              Waiver; Final Judgment
      Conclusive. The Chargor irrevocably and unconditionally waives any
      objection which it may now or hereafter have to the choice of Hong Kong as
      the venue of any legal action arising out of or relating to this
      Deed.  The Chargor also agrees that a final judgment against it
      in any such legal action shall be final and conclusive and may be enforced
      in any other jurisdiction, and that a certified or otherwise duly
      authenticated copy of the judgment shall be conclusive evidence of the
      fact and amount of its
indebtedness.

            


    

    


    
      	
              21.5

            	
              Waiver of
      Immunity. The Chargor irrevocably waives any immunity to which it
      or its property may at any time be or become entitled, whether
      characterised as sovereign immunity or otherwise, from any set–off or
      legal action in Hong Kong or elsewhere, including immunity from service of
      process, immunity from jurisdiction of any court or tribunal, and immunity
      of any of its property from attachment prior to judgment or from execution
      of a judgment.

            


    

    


    [remainder
of page intentionally left blank]


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    IN WITNESS whereof this Deed
has been executed by the parties hereto and is intended to be and is hereby
delivered on the day and year first above written.

    


    For
and on Behalf of

    WAYFAST
HOLDINGS LIMITED

    


    
      
        
          	
                  

                
	
                  Name:

                
	
                  Title:

                


        

      

    

    


    
      	
              For
      and on Behalf of

            	 
      	
              For
      and on Behalf of

            
	
              (Tianjin
      Cube Xindao Equity Investment

            	 
      	
              (Tianjin
      Cube Xinde Equity Investment

            
	
              Fund
      Parnership (LLP))

            	 
      	
              Fund
      Parnership (LLP))

            


    

    


    
      	
              

            	 
      	
              

            
	
              Name:

            	 
      	
              Name:

            
	
              Title:

            	 
      	
              Title:

            


    

    


    
      	
              For
      and on Behalf of

            	 
      	
              For
      and on Behalf of

            
	
              (Tianjin
      Cube Xinren Equity Investment Fund

            	 
      	
              (Tianjin
      Cube Xinyi Equity Investment Fund

            
	
              Parnership
      (LLP))

            	 
      	
              Parnership
      (LLP))

            


    

    


    
      	
              

            	 
      	
              

            
	
              Name:

            	 
      	
              Name:

            
	
              Title:

            	 
      	
              Title:

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    Schedule
1

    


    Particulars of
Shares

    


    
      
        
          
            	
                    Registered Holder

                  	 	
                    No. of Shares

                  	 
	 
      	 	 	 
	
                    Way
      Fast Holdings Limited

                  	 	 	1,000	 


          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    Schedule
2

    


    Form of Letter of
Resignation

    


    
      	
              To: 

            	
              The
      Board of Directors of

            


    

    Clever Advance Limited (the
“Company”)

    


    I,                     ,
hereby resign my position as a director of the Company with effect from
____________________ 20  and waive all claims to fees or compensation
in connection with my resignation.

    


    Dated
this          day
of              20

    


    
      	
              SIGNED,
      SEALED AND DELIVERED

            	
              )

            
	
              as
      a Deed by

            	
              )

            
	 
      	
              )

            
	
              in
      the presence of:

            	
              )

            


    

    


    [On
duplicate]

    


    I certify
that the original of this notice was posted to the registered office of the
Company on ____________________ 20

     

    _____________________________

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    Schedule
3

    


    Form of Letter of Authority
and Undertaking

    


    To:  [Lender]

    


    Dear
Sirs,

    


    Re:  Clever
Advance Limited
(the “Company”)

    


    I
irrevocably authorise you or any of your officers at any time after the
occurrence of an Event of Default (as defined in the Share Charge referred to
below) to complete, date and put into effect the attached resignation letter
signed by me in accordance with the provisions of the share charge relating to
the Company dated ___________ 2011 and executed by Chargor in favour of
yourselves (the “Share
Charge”).

    


    I also
irrevocably undertake to vote in favour of any resolution approving that any
Shares (as defined in the Share Charge) of the Company be registered in your
name or in the name of your nominees at any time after the occurrence of an
Event of Default (as defined in the Share Charge) and, after the security
constituted by the Share Charge has become enforceable, in the name of any
purchaser of those shares or its nominee.

    


    Yours
faithfully,

    


    
      
        
          	 
      
	
                  by

                
	
                  Name:

                
	
                  Title:    Director

                
	
                  Date:   ____________20__

                


        

      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    Schedule
4

    


    Form of Written
Resolutions

    


    CLEVER
ADVANCE LIMITED (the “Company”)

    


    WRITTEN
RESOLUTIONS OF

    THE
BOARD OF DIRECTORS OF THE COMPANY

    Pursuant
to Article 109(a) of the Company’s Articles of Association

    dated
_________________

    


    We, the
undersigned, being all the Directors of the Company, hereby resolve
that:

    


    
      	
              1.

            	
              each
      of the following transfers of the shares in the Company be approved and
      that, upon the delivery to any director of the Company of a duly completed
      and stamped instrument of transfer in respect of any of the following
      transfers, the name of the relevant transferee be entered forthwith in the
      register of members of the Company in respect of the relevant shares so
      transferred and that new share certificates in respect of such shares be
      issued forthwith to such transferee in accordance with the Articles of
      Association of the Company:

              [to be left
      blank]

            


    

    


    
      	
              2.

            	
              each
      of the following persons be appointed as an additional director of the
      Company with immediate effect:

            


    

    [to be left
blank]

    


    
      	
              3.

            	
              the
      resignation of the following persons as directors of the Company be
      accepted with immediate effect:

            


    

    [to be left
blank]

    


    
      	
              4.

            	
              the
      above changes in directorships of the Company be notified to the Registrar
      of the Companies as soon as shall be practicable and that any director or
      the secretary of the Company be authorised to sign and deliver any
      relevant return in connection
therewith.

            


    

    


    [all the directors of the Company to
state their names and sign]


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    
      
        	
                THE CHARGOR

              	 
      	 
      
	 
      	 
      	 
      
	
                THE
      COMMON SEAL of

              	 
      	
                )

              
	
                Way
      Fast Limited

              	
                )

              	 
      
	
                was
      affixed to this Deed

              	 
      	
                )

              
	
                in
      the presence of

              	 
      	
                )

              


      

    

    


    
      
        	
                THE LENDER

              	 
      
	 
      	 
      
	
                SIGNED
      for and on behalf of

              	
                )

              
	 
      	
                )

              
	
                by

              	
                )

              


      

    


    
      
         


      

      
        22