Common use of Limited Guaranty Clause in Contracts

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.

Limited Guaranty. Trinity hereby irrevocably To induce Members Mutual and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider HoldCo (each, a “Guaranteed Party, and together with their respective permitted successors the “Guaranteed Parties”) to enter into the Agreement, upon the terms and assignssubject to the conditions set forth therein, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees as a "Guaranty Party") primary obligor and not merely as a surety to the full Guaranteed Parties, on the terms and conditions set forth herein, the due and punctual payment, observance, performance and discharge of, if and when due, all of the payment obligations (including any payment due for damages) of all amounts payable by the Lessee Standby Purchaser under Sections 7.1 and 7.2 the Agreement in accordance with the terms thereof (as such payment obligations may be modified, amended, waived or terminated in accordance with the terms of this Agreement (all such obligations being hereinafter referred to as the "Agreement, collectively, the “Guaranteed Obligations"”). Upon failure by Notwithstanding anything to the Lessee to pay punctually or perform any Guaranteed Obligationcontrary herein and for the avoidance of doubt, Trinity in no event shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s maximum aggregate liability under this guaranty Guaranty exceed (i) upon execution of the Agreement, $148,750,000 and (ii) once the number of Mandatory Standby Shares has been determined in accordance with Section 1.1 of the Agreement, the Purchase Price (such amount, the “Cap”), it being understood that this Guaranty may not be enforced without giving effect to the Cap. Any payments due hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the United States, in immediately available funds. The Guaranteed Obligations by Trinity hereunder, or at Parties hereby agree that in no event shall the Guarantor be required to pay any time thereafter, that any Person: (a) file suit or proceed amount to obtain or assert a claim for personal judgment against Lessee the Guaranteed Parties or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment under, in respect of, or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or this Guaranty other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthan as expressly set forth in this Guaranty.

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement and all amounts payable by TILC under Section 7.4 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 78% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$5,538,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 10% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantors’ liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$710,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantors shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantors. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantors shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of December 16, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), entered into concurrently herewith by and among TGE, the Buyer (as defined therein), the Buyer Sub (as defined therein) and the other parties signatory thereto, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of Guaranteed Party, severally (and not jointly or jointly and severally), on the Owner Participantterms and subject to the conditions set forth herein, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment when due of all amounts its percentage (such percentage for each Guarantor as set forth opposite such Guarantor’s name on Schedule A hereto, its “Maximum Guarantor Percentage”) of the Buyer Termination Fee and accrued interest thereon, if any, payable by the Lessee Buyer to TGE under Sections 7.1 and 7.2 Section 8.2(c) of this the Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed “Obligations"”). Upon failure by In no event shall any Guarantor’s (i) liability for any amount that becomes payable under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of such amount (the Lessee “Per Claim Cap”) and (ii) aggregate liability under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of $105,000,000.00 (such amount, the “Cap” and each Guarantor’s Maximum Guarantor Percentage of the Cap, such Guarantor’s “Individual Cap”). The parties agree that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Per Claim Cap and Individual Cap (and to the provisions of Sections 8 and 9 hereof). This Limited Guaranty may be enforced against any Guarantor only pro-rata based on its Maximum Guarantor Percentage hereunder. This Limited Guaranty may be enforced only for the payment of money in satisfaction of the Obligations of each Guarantor up to such Guarantor’s Individual Cap. The Guaranteed Party hereby agrees that in no event shall any Guarantor be required to pay punctually to the Guaranteed Party under, in respect of, or perform in connection with, this Limited Guaranty or the Merger Agreement or otherwise any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsamounts other than as expressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations United States, by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance wire transfer of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably To induce Seller to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee"Merger Agreement"; capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement), Trust Companyamong Cobra Green LLC, a Delaware limited liability company (the "Buyer"), Cobra Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (the "Merger Sub"), and Seller, the Indenture TrusteeGuarantor absolutely, unconditionally and irrevocably guarantees to Seller the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment of all amounts payable (i) the Seller Termination Amount, if and when due pursuant to Section 8.3(a)(v) of the Merger Agreement, or (ii) any awards not to exceed $9,000,000 in the aggregate granted pursuant to a final, non-appealable judgment of a Delaware Court (as defined below) for a claim based on fraud or intentional and material breach by Buyer under Section 8.2 of the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed ObligationsObligation"). Upon failure by Seller hereby agrees that (i) in no event shall the Lessee Guarantor be required to pay punctually or perform to any Guaranteed ObligationPerson under, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderrespect of, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with this Limited Guaranty more than the Seller Termination Amount (the "Cap Amount"), and (ii) the Guarantor shall have no obligation or liability to any Guaranteed Obligation Person relating to, arising out of or in connection with, this Limited Guaranty other than as expressly set forth herein. Notwithstanding anything to the contrary set forth in this Limited Guaranty, Seller hereby agrees that, to the extent the Buyer does not have any security or other guaranty therefor or (epayment obligation under Section 8.3(a)(v) assert or file of the Merger Agreement, the Guarantor shall similarly not have any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationobligations under this Limited Guaranty.

Limited Guaranty. Trinity (a) The Guarantor hereby absolutely, irrevocably and unconditionally guarantees for to the benefit Guaranteed Party, subject to the terms and conditions hereof, the due and punctual payment, performance and discharge of the Guaranteed Percentage (as defined below) of Parent’s obligation of (i) payment of the Parent Termination Fee (if any) to the Company, (ii) payment of any amounts if and as required pursuant to Section 6.11(c) of the Merger Agreement, and (iii) payment of any amounts if and as required pursuant to Section 8.2(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (i), (ii) and (iii), without regard to the Guaranteed Percentage, the “Guaranteed Obligations”). The maximum aggregate amount of liability of the Guarantor under this Limited Guaranty shall not exceed the Maximum Amount (as defined below). The Guaranteed Party hereby agrees that (A) if the Parent Termination Fee is payable pursuant to Section 8.2(c) of the Merger Agreement, the Guaranteed Obligations shall be the full and final settlement of Parent’s liability in respect of such Parent Termination Fee, (B) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guaranty, (C) the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Support Agreements, the Equity Commitment Letters or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below), and (D) the Guarantor’s payment obligation under this Limited Guaranty shall be reduced by an amount equal to the Guaranteed Obligations that have actually been paid by or on behalf of Parent to the Guaranteed Party (other than payment by any Other Guarantor under and pursuant to the applicable Other Guaranty) multiplied by the Guaranteed Percentage. Concurrently with the delivery of this Limited Guaranty, each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider parties set forth on Schedule A (each, together an “Other Guarantor”) is also entering into a limited guaranty in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guaranty (each, an “Other Guaranty”) with their respective permitted successors and assigns, a "Guaranty the Guaranteed Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 . For purposes of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed ObligationLimited Guaranty, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.“

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 25.165% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$2,617,139 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 12.582% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$1,308,569 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity (a) In the event that Guarantor fails to fund the Commitment by the date that is one Business Day prior to the Scheduled Closing Date (the “Closing Due Date”) in accordance with Guarantor’s obligations under the Equity Commitment Letter (a “Funding Failure”), Guarantor hereby irrevocably agrees that, from and unconditionally guarantees after the termination of the Purchase Agreement pursuant to Section 9.1(b) or 9.1(f) thereof, Seller may seek from Guarantor, and shall be entitled to recover, any and all damages that Seller incurs as a result of Guarantor’s failure to fund the Commitment on the Closing Due Date in accordance with Guarantor’s obligations under the Equity Commitment Letter, which Guarantor stipulates and agrees (and agrees that it will not take a contrary position in any context or forum) shall be an amount equal to the Maximum Obligation (as defined below) (the “Defaulting Guarantor Obligations”). For the avoidance of doubt, there shall be no Funding Failure unless Buyer and Seller have mutually agreed (i) on the Determination Date, that the conditions to closing in Sections 8.1 and 8.2 of the Purchase Agreement, and (ii) on the Scheduled Closing Date, that the conditions to closing in Sections 8.1(b) and 8.2 of the Purchase Agreement, in each case other than those conditions that by their nature are to be satisfied at the Closing, have been satisfied or waived or, if Buyer and Seller are unable to so agree, a court of competent jurisdiction shall have finally determined that such closing conditions have been satisfied or waived, and the Purchase Agreement may not be terminated except by the mutual written agreement of Buyer and Seller pending such judicial resolution (it being understood that, for the benefit avoidance of doubt, neither Section 12.7 of the Purchase Agreement nor any other section restricting remedies hereunder shall prevent a party from bringing an action to obtain such judicial determination, and provided further that no such action for a judicial determination shall be construed as an act giving rise to a termination of the Equity Commitment Letters under Section 4(c) thereof or otherwise). Solely for purposes of the foregoing sentence, it is agreed and acknowledged that the conditions to Closing in Sections 8.1 and 8.2 of the Purchase Agreement (other than Section 8.2(b) thereof solely with respect to the obligations of Seller following the date of such postponement under Article VI and Article VII of the Purchase Agreement and Section 8.2(c) thereof solely with respect to the performance of such obligations) shall be deemed satisfied and agreed as of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee Determination Date and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party"Scheduled Closing Date by any party that exercises its right of postponement under Section 2.8(c) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationPurchase Agreement.

Limited Guaranty. Trinity hereby irrevocably (a) (i) To induce the Company to enter into the Agreement and unconditionally guarantees for the benefit Plan of each Merger dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust by and among Exchange Parent Corp., a Delaware corporation (“Parent”), Exchange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerSub”) and the Company, pursuant to which MergerSub shall merge with and into the Indenture TrusteeCompany, Limited Guarantor absolutely, unconditionally and irrevocably guarantees to the Pass Through Trustee Company the due, punctual and faithful payment by, and the Policy Provider observance, performance and discharge of, all of the payment obligations of Parent and MergerSub (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual including payment of all amounts payable by the Lessee under Parent Termination Fee and the expense reimbursement and payment obligations of Parent and MergerSub pursuant to Sections 7.1 8.03(c) and 7.2 11.04(c) of this the Merger Agreement) pursuant to the Merger Agreement (all such payment obligations being hereinafter referred only are, collectively, the “Obligations”); provided that, notwithstanding anything that may be deemed to the contrary contained in this Limited Guaranty, in no event shall Limited Guarantor’s aggregate liability under this Limited Guaranty exceed the sum of $45 million plus any expenses payable pursuant to, and as set forth in, Section 1(b) hereof (such sum amount, subject to the "Guaranteed Obligations"next sentence and any other limitations set forth herein, the “Cap”). Upon failure Further, the Company hereby agrees that, to the extent Parent and MergerSub are relieved of all or any portion of the Obligations by the Lessee satisfaction thereof, whether pursuant to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee Merger Agreement or any other Person that may agreement with the Company or otherwise (any amount so relieved, the “Reduction Amount”), the Cap shall be liable for any Guaranteed Obligation; (b) make any other effort reduced by an amount equal to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for the Reduction Amount. Capitalized terms used but not defined in this Limited Guaranty shall have the meanings assigned to such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled terms in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationMerger Agreement.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 10.58% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$317,400 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Rightmark Holdings Limited, a British Virgin Islands company (“Parent”), Rightmark Merger Sub Limited, a Delaware corporation (“Merger Sub”), the Indenture TrusteeGuarantor (solely for purpose of Section 6.15 of the Merger Agreement) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Pass Through Trustee Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Policy Provider Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to the sum of (eachA) the unpaid payment obligations of Parent to the Guaranteed Party under Section 8.3(c) of the Merger Agreement as and when due (the “Parent Fee Obligations”), provided that in no event shall the Parent Fee Obligations exceed US$20,000,000 and (B) the unpaid expense reimbursement obligations of Parent to the Guaranteed Party under Section 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations,” and, together with their respective permitted successors the Parent Fee Obligations and assignsExpense Obligations, a "Guaranty Party"the “Guaranteed Obligations”) (which, for the full and punctual sake of clarity, do not include reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof). This guarantee may be enforced for the payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under Merger Agreement in reliance on this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Orient TM Parent Limited, a Cayman Islands company (“Parent”), Orient TM Merger Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger and become a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 12% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.08(b), 8.06(b) and 7.2 8.06(c) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantors’ liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$852,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantors shall have no obligations with respect to the payment obligations of Parent under Sections 6.08(b) file suit and 8.06(c) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantors. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantors shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Xxxxxxx International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit of each of the Owner ParticipantGuaranteed Party, as primary obligor and not merely as a surety, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts 62.253% (the “Guaranteed Percentage”) of (i) the payment obligations of Parent to the Guaranteed Party under Section 8.06(b) of the Merger Agreement, (ii) the reimbursement obligations of Parent pursuant to Section 8.06(c) of the Merger Agreement and (iii) the indemnification, reimbursement and expense obligations of Parent under Section 6.07 of the Merger Agreement if, as and when those obligations become payable by and due under the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all collectively, the “Guaranteed Obligations”), provided that in no event shall the maximum liability of the Guarantor hereunder exceed the Guaranteed Percentage of an amount equal to (a) US$6,474,292 minus (b) any portion of the Guaranteed Obligations that have been paid by Parent or Merger Sub (such obligations limitation on the liability that the Guarantor may have for the Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"“Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds and free and clear of any and all encumbrances of whatsoever type. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. This Limited Guaranty is substantially identical to the other limited guarantees given by the other guarantors (the “Other Guarantors”) dated on or around the date hereof in favor of the Guaranteed Party with respect to the Merger Agreement, and the obligations of the Guarantor and the Other Guarantors shall be several and not joint. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then the Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (subject to the Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect the Guarantor’s liability hereunder in respect of such Guaranteed Obligations, subject to the Cap. In furtherance of the foregoing, the Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against the liability of Trinity under this Section 11 or requiring payment or performance Guarantor for the full amount of the Guaranteed Obligations (subject to the Cap), regardless of whether any such action is brought against Parent, Merger Sub or any of the Other Guarantors or whether Parent, Merger Sub or any of the Other Guarantors is joined in any such action or actions. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses and fees incurred by Trinity the Guaranteed Party in commencing the enforcement of its right hereunder in the event (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, or at any time thereafter, . The parties hereto acknowledge and agree that irreparable damage would occur in the event that any Person: (a) file suit of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or proceed were otherwise breached and further agree that the Guaranteed Party shall be entitled to obtain or assert a claim for personal judgment an injunction, specific performance and other equitable relief against Lessee or the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person it is entitled at law or in equity, and shall not be entitled required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Obligation Party has an adequate remedy at law or any security (ii) an award of an injunction, specific performance or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable equitable relief is not an appropriate remedy for any Guaranteed Obligationreason at law or in equity.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for Plan of Merger, dated as of the benefit date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Trunkbow Merger Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Trunkbow International Merger Sub Limited, a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each of the Owner ParticipantGuarantors, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual performance and discharge of his percentage, as set forth opposite his name on Exhibit A hereto (each such Guarantor’s “Guaranteed Percentage”), of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 Section 8.5(c) of the Merger Agreement as and 7.2 of this Agreement when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity provided that in no event shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity a Guarantor’s aggregate liability under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance Limited Guaranty exceed such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations by Trinity hereunder(the “Maximum Amount”). This Limited Guaranty shall be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) in immediately available funds. Each Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. Each Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the Merger Agreement and the Transactions in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity (a) Subject to the limitations set forth in Section 2.1(b), Guarantor hereby unconditionally and irrevocably guarantees to the Company, severally and unconditionally guarantees for not jointly, as primary obligor and not merely as surety, the benefit of each prompt payment (on demand and in lawful money of the Owner Participant, United States) of Guarantor’s Pro Rata Share (as defined in the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider Equity Commitment Letter) of (each, together with their respective permitted successors and assigns, a "Guaranty Party"i) the full Reverse Termination Fee, in the event the Reverse Termination Fee becomes payable as a result of an occurrence of any of the circumstances outlined in Section 8.3(c) of the Merger Agreement or pursuant to a determination by an arbitration tribunal under Section 9.10 of the Merger Agreement that the Reverse Termination Fee is due and punctual payment payable following a termination of all amounts the Merger Agreement pursuant to Article VIII thereof, and (ii) the reimbursement and indemnification obligations of Investor under Section 6.16(b) of the Merger Agreement, if and when such obligations become payable by pursuant to Section 6.16(b) of the Lessee Merger Agreement, in each case of clauses (i) and (ii), subject to the terms and conditions set forth therein (as such provisions may be amended from time to time) and herein (the “Guaranteed Obligations”); provided that the maximum aggregate liability of Guarantor hereunder shall not exceed Guarantor’s Pro Rata Share of an amount equal to (A) the sum of (1) the Reverse Termination Fee and (2) the amount of the reimbursement and indemnification obligations under Sections 7.1 and 7.2 Section 6.16(b) of this the Merger Agreement (all such obligations being hereinafter referred subject to as the "Guaranteed Obligations"terms and conditions set forth therein). Upon failure , minus (B) any amount actually paid by Investor and/or Acquisition Sub to the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Company in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance respect of the Guaranteed Obligations by Trinity hereunder(the total of clauses (A) and (B), or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or the “Cap”). Notwithstanding any other Person provision of this Limited Guaranty, payment by Guarantor hereunder shall not be due prior to the date that may be liable for any Guaranteed Obligation; (b) make any other effort is 15 Business Days after the date on which the Company notifies Guarantor that Investor has failed to obtain payment or performance pay the Reverse Termination Fee when due in accordance with the terms of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationMerger Agreement.

Limited Guaranty. Trinity (a) As consideration for the Guaranteed Party entering into the Merger Agreement, each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for guarantees, severally and not jointly, to the benefit Guaranteed Party, subject to the terms and conditions hereof, including only up to each Guarantor’s Maximum Guarantor Obligation (as defined below), as follows: the prompt and complete (collectively with the other Maximum Guarantor Obligations) payment when due of each payment obligations of Parent and Merger Sub under and in accordance with the terms, conditions and limitations of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all including Parent and Merger Sub’s payment obligations to pay any Enforcement Costs if and as required pursuant to Section 9.02 of the Merger Agreement, but only to the extent the Guaranteed Party is the prevailing party in such obligations being hereinafter referred to as enforcement action resulting in a judgment by a court of competent jurisdiction) (the "“Guaranteed Obligations"”). Upon failure by , in an amount equal to the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay percentage of the amount not so paid owed by Parent or perform Merger Sub (subject (except to the obligation not so performed extent Enforcement Costs, in which case, subject to the limitations set forth herein and in the manner specified in Merger Agreement), to the Operative Agreements. All payments by Trinity under this guaranty shall be made Maximum Amount (as defined below)) set forth opposite each Guarantor’s name on Exhibit A hereto (such amount is each such Guarantor’s “Maximum Guarantor Obligation” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto is such Guarantor’s “Pro Rata Share”); provided, however, that the same basis as payments by maximum aggregate liability of the Lessee under Guarantors, collectively, hereunder with respect to the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations, and Trinity specifically agrees that it other than Enforcement Costs, shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing exceed $10,000,000 less the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance amount of any Guaranteed Obligation from Lessee Obligations actually satisfied by Parent or any other Person that may be liable for such Guaranteed Obligation; Merger Sub, as applicable (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation“Maximum Amount”).

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from 87 Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligation.;

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among ShangPharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), ShangPharma Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdings (“Parent”), ShangPharma Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), each Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, severally but not jointly, as primary obligor and not merely as surety, guarantees to the Guaranteed Party the due and punctual performance and discharge of its respective percentage as set forth opposite to its name in Annex 1 (for each such Guarantor, the “Guaranteed Percentage”) of the (A) payment obligations of Parent to the Guaranteed Party under Section 8.5(c) of the Merger Agreement (the “Parent Fee Obligations”), (B) the reimbursement obligations of Parent pursuant to the first sentence of Section 8.5(d) of the Merger Agreement and (C) the indemnification and reimbursement obligations of Parent under Section 6.12(c) of the Merger Agreement, in each case, if, as and when those obligations become payable and due under the Merger Agreement (the obligations described in foregoing clauses (B) and (C), collectively, the “Financing and Enforcement Expense Obligations” and together with the Parent Fee Obligations, the “Guaranteed Obligations”). In no event shall a Guarantor’s aggregate liability for (i) the Parent Fee Obligations exceed such Guarantor’s Guaranteed Percentage of the Parent Termination Fee or (ii) the Financing and Enforcement Expense Obligations exceed such Guarantor’s Guaranteed Percentage of the lesser of (x) $425,000 or (y) the Financing and Enforcement Expense Obligations that have been paid or are payable by Parent (such limitation on the liability the Guarantor may have for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Cap (and to the provisions of Sections 7 and 8 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. If Holdings, Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then each Guarantor shall, on the same basis as payments by Guaranteed Party’s demand, forthwith pay to the Lessee under Guaranteed Party the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionGuaranteed Obligations (up to such Guarantor’s Cap), and Trinity specifically agrees that it shall not be necessarythe Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Holdings, Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect any Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to such Guarantor’s Cap. In furtherance of the foregoing, each Guarantor acknowledges that Trinity shall not be entitled to requirethe Guaranteed Party may, before in its sole discretion, bring and prosecute a separate action or as a condition of enforcing actions against such Guarantor for the liability of Trinity under this Section 11 or requiring payment or performance full amount of the Guaranteed Obligations by Trinity hereunder(subject to such Guarantor’s Cap), or at regardless of whether any time thereaftersuch action is brought against Holdings, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee Parent, Merger Sub or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment Guarantor or performance of any Guaranteed Obligation from Lessee whether Holdings, Parent, Merger Sub or any other Person that may be liable for Guarantor is joined in any such Guaranteed Obligation; (c) foreclose against action or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into the Merger Agreement, each Guarantor hereby irrevocably guarantees, severally and unconditionally guarantees not jointly, and not jointly and severally, to the Guaranteed Party, subject to the terms and subject to the conditions set forth herein and in the Merger Agreement, without duplication, the payment of the percentage set forth opposite such Guarantor’s name on Exhibit A hereto of any amount for which Parent or Merger Sub is determined by a court of competent jurisdiction to be liable pursuant to any final, binding and non-appealable judgment thereof in respect of any claim for monetary damages made by the Guaranteed Party in accordance with, and on the terms and subject to the conditions set forth in, the Merger Agreement and herein (any such amounts, the “Guaranteed Obligations”); provided that (i) the maximum liability of each Guarantor hereunder shall not exceed the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”) and (ii) the maximum aggregate liability of the Guarantors hereunder shall not exceed $24,394,118 (the “Maximum Aggregate Amount”), it being understood and agreed that this Guaranty may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount and may be enforced for the benefit payment of money only. The Guaranteed Party, on behalf of itself and its Subsidiaries and its and their respective Related Parties, hereby agrees that the Guarantors shall in no event be required to pay in the aggregate more than the Maximum Aggregate Amount (and that each Guarantor shall in no event be required to pay in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Guaranty or the Merger Agreement, and no Guarantor shall have any obligation or liability to any Person under, in respect of or in connection with this Guaranty or the Merger Agreement other than (A) to the Guaranteed Party under this Guaranty as expressly set forth herein and (B) to Parent under the Equity Commitment Letter, dated as of the Owner Participantdate hereof, by and between Parent and the Guarantors (the “Equity Commitment Letter”), as expressly set forth therein. Notwithstanding anything to the contrary contained in this Guaranty or in the Merger Agreement, the Owner TrusteeGuaranteed Party hereby agrees, Trust Companyon behalf of itself and its Subsidiaries and its and their respective Related Parties, that to the extent Parent and Merger Sub are relieved of all or any portion of their obligations under the Merger Agreement by satisfaction thereof or pursuant to any other agreement with the Guaranteed Party, each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Guaranty. For the avoidance of doubt, the Indenture Trusteeobligations of the Guarantors under this Guaranty and of British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pass Through Trustee Pooled Investment Portfolios Regulation (British Columbia) and known as the Policy Provider “2020 Private Equity Fund” (eachthe “Other Guarantor”) under the Limited Guaranty, together with their respective permitted successors and assignsdated as of the date hereof, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Other Guarantor in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance favor of the Guaranteed Obligations Party (the “Other Guaranty”) shall be several and not joint, and not joint and several, and the Guarantors shall not have any liability or obligation whatsoever for or in respect of the Other Guaranty. In no event shall this Guaranty be enforced unless the Other Guaranty is (and the obligations of each Guarantor hereunder are) being concurrently enforced by Trinity the Company (or, in the case of the Other Guaranty, the obligations under such Other Guaranty have already been satisfied in full), pro rata based on the Maximum Aggregate Amount (as defined in the Other Guaranty) and the Maximum Aggregate Amount herein (and, with respect to the obligations of the Guarantors hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance pro rata based on the amount of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationeach Guarantor’s Maximum Guarantor Amount).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Brilliant Strategy Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Brilliant Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual payment, performance and discharge of the Policy Provider entire payment obligations of Parent to the Guaranteed Party under Section 9.03(b) and Section 9.03(d) of the Merger Agreement as and when due under the Merger Agreement (each, together with their respective permitted successors and assigns, a "the “Guaranteed Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"exceed an amount equal to (a) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement Guaranteed Obligations minus (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform b) any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance portion of the Guaranteed Obligations actually paid by Trinity hereunder, Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that Merger Sub. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably Balance, the Guaranteed Obligations and unconditionally guarantees all other amounts payable under this Limited Guaranty shall not have been indefeasibly paid in full in cash, such amount shall be deemed to have been paid to GCI for the benefit of each of, and held in trust for, the Beneficiaries, and shall forthwith be paid to Agent to be credited and applied pursuant to the terms of the Owner ParticipantLoan Agreement and the Trust Agreement. If (i) GCI shall make payment to Agent of all or any part of the Lease Balance and the Guaranteed Obligations and (ii) the Lease Balance and the Guaranteed Obligations and all other amounts payable under this Limited Guaranty shall have been indefeasibly paid in full in cash, Agent on behalf of itself and the Owner TrusteeBeneficiaries will, Trust Companyat GCI's request, execute and deliver to GCI appropriate documents, without recourse and without representation or warranty, necessary to evidence transfer by subrogation to GCI of an interest in the Indenture obligations resulting from such payment by GCI. If (x) GCI makes any payments under this Limited Guaranty during the pendency of the Chapter 11 case of the Lessee (the "Chapter 11 Guaranty Payments"), and (y) the Trustee, the Pass Through Trustee Agent and the Policy Provider (each, together with Lenders receive a cash distribution on account of their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all claims in such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay Chapter 11 case that exceeds the amount not so paid or perform which is the obligation not so performed in the manner specified in the Operative Agreements. All then-outstanding Lease Balance immediately prior to such cash distribution plus all other payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee then due and payable under the Operative Agreements. This guaranty Documents less the total Chapter 11 Guaranty Payments made (the "Realized Net Balance"), then the Trustee, the Agent and the Lenders shall constitute a guaranty of punctual payment retain only the Realized Net Balance from such distributions and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled pay to require, before or as a condition of enforcing GCI the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationexcess.

Limited Guaranty. Trinity hereby irrevocably Notwithstanding anything to the contrary contained herein, the aggregate amount of the Indebtedness which may from time to time be outstanding, the liability of the Guarantor hereunder shall be limited to a principal amount of $2,000,000, plus accrued interest thereon and unconditionally guarantees all attorneys’ fees, collection costs and enforcement expenses referable thereto. The Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount, without affecting or impairing the Guarantor’s liability hereunder, and the Lender may pay (or allow for the benefit payment of) the excess out of each any sums received by or available to the Lender on account of the Owner ParticipantIndebtedness from the Borrower or any other person (except the Guarantor), from their properties, out of any collateral security or from any other source, and such payment (or allowance) shall not reduce, affect or impair the Owner TrusteeGuarantor’s liability hereunder. Any payment made by the Guarantor under this Guaranty shall be effective to reduce or discharge such liability only if accompanied by a written transmittal document, Trust Companyreceived by the Lender, advising the Indenture TrusteeLender that such payment is made under this Guaranty for such purpose. Dated as of March 13, 2006 /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, an individual ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITORS The undersigned, each a subordinated creditor of Corsair Memory, Inc. (the Pass Through Trustee and “Borrower”) to Xxxxx Fargo Bank, National Association (the Policy Provider “Lender”), acting through its Xxxxx Fargo Business Credit operating division, successor-by-merger to Xxxxx Fargo Business Credit, Inc., pursuant to a Subordination Agreement, dated as of June 10, 2003 (each, together with their respective permitted successors a “Subordination Agreement”), hereby (i) acknowledges receipt of the foregoing Eighth Amendment to Credit and assignsSecurity Agreement, dated as of March 13, 2006 (the “Amendment”); (ii) consents to the terms and execution thereof; (iii) reaffirms his obligations to the Lender pursuant to the terms of his Subordination Agreement; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Loan Documents and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the obligations of the undersigned under his Subordination Agreement. Dated as of March 13, 2006 /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, an individual /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, an individual /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx, an individual EXHIBIT A TO EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT REPLACEMENT EQUIPMENT NOTE $2,000,000 March , 2006 For value received, the undersigned, CORSAIR MEMORY, INC., a "Guaranty Party") California corporation (the full and punctual payment of all amounts payable by “Borrower”), hereby promises to pay on the Lessee Termination Date under Sections 7.1 and 7.2 of this the Credit Agreement (all such obligations being hereinafter referred defined below), to as the "Guaranteed Obligations"order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Lender”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed acting through its Xxxxx Fargo Business Credit operating division, at its main office in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionMinneapolis, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderMinnesota, or at any other place designated at any time thereafterby the holder hereof, that any Person: in lawful money of the United States of America and in immediately available funds, the principal sum of Two Million Dollars (a$2,000,000) file suit or, if less, the aggregate unpaid principal amount of all Equipment Advances made by the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Credit and Security Agreement, dated as of June 10, 2003 (as amended to date and as the same may hereafter be further amended, supplemented or proceed restated from time to obtain or assert a claim for personal judgment against Lessee or any other Person that time, the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be liable prepaid only in accordance with the Credit Agreement. This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for any Guaranteed Obligation; (b) make any acceleration hereof. This Note is the Equipment Note referred to in the Credit Agreement. This Note is secured, among other effort things, pursuant to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that the Credit Agreement and the Security Documents as therein defined, and may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise be secured by one or assert any more other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security agreements, mortgages, deeds of trust, assignments or other guaranty therefor instruments or (e) assert agreements. The Borrower hereby agrees to pay all costs of collection, including attorneys’ fees and legal expenses in the event this Note is not paid when due, whether or file any claim against not legal proceedings are commenced. Presentment or other demand for payment, notice of dishonor and protest are expressly waived. This Note replaces that certain Equipment Note, dated as of May 27, 2005, made by the assets Borrower to the order of Lessee or any other Person liable for any Guaranteed Obligation.the Lender, and continues the Obligations incurred thereunder and evidenced thereby. CORSAIR MEMORY, INC. By Its President

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual performance and discharge of 27% (the Policy Provider “Guaranteed Percentage”) of (eachA) the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Parent Fee Obligations”) and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Sections 6.9(e), 8.3(c) and 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations” and together with their respective permitted successors and assignsthe Parent Fee Obligations, a "the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"(exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed the full and punctual payment Guaranteed Percentage of all amounts payable an aggregate amount equal to (x) $6,500,000 plus (y) any Expense Obligations minus (z) any Expense Obligations actually paid by Parent or Merger Sub to the Lessee under Sections 7.1 and 7.2 Guaranteed Party (such limitation on the aggregate liability of this Agreement (all such obligations the Guarantor for its Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 10 (Continuing Guaranty) and 11 (No Recourse) hereof). Upon failure The guarantee by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance Guarantor of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that under this Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize Party entered into the transactions contemplated by the Merger Agreement in reliance upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets execution of Lessee or any other Person liable for any Guaranteed Obligationthis Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, on the terms and subject to the conditions herein, the Pass Through Trustee due and punctual performance and discharge of 73% (the Policy Provider “Guaranteed Percentage”) of (eachA) the payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Parent Fee Obligations”) and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Sections 6.9(e), 8.3(c) and 8.3(e) of the Merger Agreement as and when due (the “Expense Obligations” and together with their respective permitted successors and assignsthe Parent Fee Obligations, a "the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty Party"(exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed the full and punctual payment Guaranteed Percentage of all amounts payable an aggregate amount equal to (x) $6,500,000 plus (y) any Expense Obligations minus (z) any Expense Obligations actually paid by Parent or Merger Sub to the Lessee under Sections 7.1 and 7.2 Guaranteed Party (such limitation on the aggregate liability of this Agreement (all such obligations the Guarantor for its Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 10 (Continuing Guaranty) and 11 (No Recourse) hereof). Upon failure The guarantee by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance Guarantor of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that under this Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize Party entered into the transactions contemplated by the Merger Agreement in reliance upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets execution of Lessee or any other Person liable for any Guaranteed Obligationthis Limited Guaranty.

Limited Guaranty. Trinity hereby To induce the Guaranteed Party to enter into the Asset Purchase Agreement, the Limited Guarantor absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party the due, punctual and unconditionally guarantees for faithful payment by Buyer if and when due to pay (when and to the benefit extent payable under the Asset Purchase Agreement and subject to the terms and conditions set forth therein): (a) the Buyer Termination Fee to the extent such payment obligation is due and payable by Buyer pursuant to the terms and conditions of each Section 7.2(b) of the Owner ParticipantAsset Purchase Agreement and subject to the limitations on liability set forth in Sections 7.2(f), 7.2(g), 7.2(h) and 8.14 of the Asset Purchase Agreement, (b) any reimbursement obligations under Section 5.13(b) of the Asset Purchase Agreement to the extent such payment obligation is due and payable by Buyer pursuant to the terms and conditions of the Asset Purchase Agreement and (c) if the Buyer Termination Fee is not payable, all money damages that may be owed to the Company, subject to the limitations on liability set forth in the Asset Purchase Agreement and in no event greater than the amount of the Buyer Termination Fee (clauses (a), (b) and (c), collectively, the Owner Trustee, Trust Company“Guaranteed Obligation”). Further, the Indenture TrusteeGuaranteed Party hereby agrees that, to the extent the Buyer is relieved of all or any portion of the Guaranteed Obligation by the satisfaction thereof, pursuant to any written agreement with the Guaranteed Party or by actual payment in cash to the Guaranteed Party (any amount so relieved, the Pass Through Trustee and “Reduction Amount”), the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") Guaranteed Obligation shall be reduced by an amount equal to the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative AgreementsReduction Amount. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity Guarantor hereby irrevocably and unconditionally guarantees for the benefit of each punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Owner Participant, principal amount of the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (eachNote, together with their respective permitted successors interest accrued thereon and assignsexpenses relating thereto, a "Guaranty Party"including any and all expenses (including reasonable counsel fees and expenses) incurred by Lender in enforcing any rights under this Guaranty, provided, that the full and punctual payment liability of all Guarantor hereunder for amounts payable under the Note shall be limited to $15,000,000 of principal payments due under the Note, together with interest accruing thereon under the Note (including, without limitation, default interest accruing under Section 1(c) of the Note) and any costs or expenses incurred by the Lessee Lender in collecting amounts under Sections 7.1 and 7.2 of this Agreement Guaranty or enforcing any rights under this Guaranty (all such obligations being hereinafter referred to as collectively, the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionprovided, and Trinity specifically agrees further, that it such limitation shall not be necessary, and that Trinity shall not be entitled apply to require, before or as a condition of enforcing the liability of Trinity under Guarantor to indemnify and reimburse Lender for any losses, damages, costs, liabilities or expenses (including reasonable legal fees and expenses) incurred by Lender arising out of any breach of a representation, warranty, covenant or agreement made by Guarantor hereunder. Without limiting the generality of the foregoing but subject to the limitations set forth in the provisos to the first sentence of this Section 11 or requiring payment or performance 1, Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations by Trinity hereunderSwift to Lender under the Loan Documents even though they are unenforceable or not allowable 2 due to the existence of a bankruptcy, reorganization or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert similar proceeding involving Swift. This is a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain guaranty of payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationand not collection.

Limited Guaranty. Trinity To induce the Company Parties to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for (as primary obligor and not merely as a surety) to the benefit of each of Company Parties the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment by the Parent Entities to the Company Parties of all amounts payable of the liabilities and obligations of the Buyer Parties under the Merger Agreement (including any reimbursement and indemnification obligations pursuant to Sections 6.6(f) and 6.6(g) thereof) when required to be paid by the Lessee Buyer Parties pursuant to and in accordance with the Merger Agreement (the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, each Company Party and the Guarantor agree that in no event shall the aggregate liability of the Guarantor hereunder exceed the Parent Liability Limitation and that the Guarantor shall in no event be required to pay more than the Parent Liability Limitation under or in respect of this Limited Guaranty, or otherwise have any other liability under this Limited Guaranty relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance. The Guarantor shall, upon the written request of the Company (on behalf of the Company Parties), promptly and in any event within ten (10) Business Days, pay such Guaranteed Obligations in full. Guarantor acknowledges and agrees that (a) the Parent Entities are delivering a copy of the Equity Commitment Letter to the Company (on behalf of the Company Parties) and that each Company Party is relying on the obligations and commitments of the Guarantor under the Equity Commitment Letter in connection with the Company Parties’ decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the provisions of this Limited Guaranty (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Guarantor’s obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company Parties’ right to specific enforcement to cause the Buyer Parties to cause, or to directly cause, Guarantor to fund, directly or indirectly, the Commitment under the Equity Commitment Letter, and to cause the Buyer Parties to consummate the transactions contemplated by the Merger Agreement under Section 9.8(b) of the Merger Agreement and (c) the right of specific performance under the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company Parties would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company Parties under Section 9.8(b) of the Merger Agreement and the Equity Commitment Letter shall be in addition to any other remedy to which the Company Parties are entitled, and the election to pursue any injunction or specific performance under Section 9.8(b) of the Merger Agreement and/or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Company Parties from, in the alternative, terminating the Merger Agreement and collecting the Guaranteed Obligations (including under Sections 7.1 6.6(f) and 7.2 6.6(g) of the Merger Agreement and this Limited Guaranty); provided, that, without limiting the ability of the Company Parties to seek both remedies, under no circumstances shall any Company Party be permitted or entitled to receive both a grant of specific performance under Section 9.8(b) of the Merger Agreement (all such obligations being hereinafter referred to as that results in the "occurrence of the Closing, on the one hand, and the payment of the Guaranteed Obligations"). Upon failure by , on the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsother hand. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments in cash by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty wire transfer of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, each Guarantor, intending to be legally bound, hereby irrevocably absolutely, irrevocably, expressly and unconditionally guarantees for guarantees, on a joint and several basis, to the benefit Company, on the terms and conditions set forth herein, the due and punctual performance and discharge, when due, of (a) (i) the Parent Termination Fee, subject to and in accordance with Section 9.03 of the Merger Agreement, (ii) any reasonable and documented costs and expenses payable in accordance with Section 9.03(d)(ii) of the Merger Agreement and (iii) any monetary damages that may be due and owing in connection with a Pre-Closing Damages Proceeding in accordance with Section 9.03(e) of the Merger Agreement; provided, however, that the maximum aggregate amount payable in respect of clause (a) by the Guarantors under this Limited Guaranty shall not exceed an amount equal to the sum of the Parent Termination Fee and any such costs and expenses described in clause (ii) (the “Cap”), and (b) the payment obligations under Section 8 of this Limited Guaranty (each of the Owner Participantclause (a) and clause (b), a “Guaranteed Obligation” and, collectively, the Owner Trustee“Guaranteed Obligations”). The parties agree that this Limited Guaranty may not be enforced against the Guarantors without giving full and absolute effect to the Cap. The Company hereby agrees that in no event shall the Guarantors be required to pay to any person under, Trust in respect of, or in connection with this Limited Guaranty, more than the Cap plus any amounts due and owing under Section 8 of this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other document or instrument delivered in connection herewith or therewith or otherwise, the Company hereby agrees, that to the extent Parent is relieved of all or any portion of its payment or performance obligations under the Merger Agreement, by indefeasible satisfaction or waiver thereof or pursuant to any other agreement with the Company, the Indenture TrusteeGuarantors shall be similarly relieved, to such extent, of their respective obligations under this Limited Guaranty. Except as set forth in the Equity Commitment Letter, the Pass Through Trustee and Guarantors shall not have any obligation or liability to any person relating to, arising out of or in connection with, this Limited Guaranty or the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to other than as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsexpressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments by the Lessee under the Operative AgreementsUnited States, in immediately available funds. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantors’ liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantors.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees for as a primary obligor and not merely as surety to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, on the Indenture Trusteeterms and conditions set forth herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment payment, performance and discharge of all amounts payable (i) the Reverse Termination Fee when required to be paid by Parent pursuant to and in accordance with Section 7.3(a)(iii) of the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (subject to the limitations provided therein) or (ii) all such of the payment liabilities and obligations being hereinafter referred of Parent or Merger Sub pursuant to as Section 5.4(c), the "last sentence of Section 5.12(d), Section 7.2 and Section 7.3(e) of the Merger Agreement, in each case, when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the “Guaranteed Obligations"”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation; provided, Trinity that in no event shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance the Guarantor in respect of the Guaranteed Obligations, exceed, in the aggregate, $57,473,750 (the “Cap”), it being understood that the Company will not seek to enforce this Limited Guaranty with respect to the Guaranteed Obligations by Trinity hereunderwithout giving effect to the Cap. In furtherance of the foregoing, or at any time thereafterthe Guarantor acknowledges that this Limited Guaranty is one of payment, not collection, that any Person: (a) file suit its liability under this Limited Guaranty shall extend to the Guaranteed Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or proceed to obtain actions against the Guarantor for the full amount of the Guaranteed Obligations, regardless of whether action is brought against Parent or assert a claim for personal judgment against Lessee Merger Sub, whether Parent, Merger Sub or any other Person person is joined in any such action or actions or whether Parent or Merger Sub was primarily responsible for causing the payment obligations of Parent, Merger Sub or the Guarantor under the Merger Agreement; provided that may the Company agrees that (i) the Guarantor shall in no event be liable for required to pay an amount in excess of the Cap under or in respect of this Limited Guaranty, (ii) the Guarantor shall not have any Guaranteed Obligation; (b) make obligation or liability to any other effort to obtain payment person relating to, arising out of or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with with, this Limited Guaranty, other than as expressly set forth herein, and (iii) no Non-Recourse Party (as hereinafter defined) shall have any Guaranteed Obligation obligation or liability to any security person relating to, arising out of or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationin connection with, this Limited Guaranty.

Limited Guaranty. Trinity Subject to Section 21, each Guarantor hereby irrevocably and unconditionally guarantees for to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when required and due, solely of (a) the Parent Termination Fee to the extent such payment obligation is due and payable by Parent pursuant to the terms and conditions of Section 12.04(c) of the Merger Agreement and subject to the limitations on liability set forth in the Merger Agreement, (b) any expense reimbursement or indemnification obligation of Parent to the extent such obligation is due and payable by Parent pursuant to the terms and conditions of Section 7.05(b) of the Merger Agreement, and (c) to the extent that the Company is the prevailing party in connection with the enforcement of its rights under or in respect of this Limited Guaranty, all reasonable out-of-pocket costs and expenses (including attorney’s fees and expenses) incurred by the Company in connection with the enforcement of its rights under or in respect of this Limited Guaranty (collectively, the Pass Through Trustee “Guaranteed Obligation”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Policy Provider Company and the Company Related Parties will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantors hereunder in accordance with Section 6. The Company hereby agrees that (each, together with their respective permitted successors and assigns, a "Guaranty Party"A) the full Guarantors shall in no event collectively be required to pay more than the sum of (x) $14,050,000, (y) any expense reimbursement or indemnification obligation of Parent to the extent such obligation is due and punctual payment of all amounts payable by Parent pursuant to the Lessee terms and conditions of Section 7.05(b) of the Merger Agreement (which amount shall not exceed $100,000 without the prior consent of Parent), and (z) to the extent that the Company is the prevailing party in connection with the enforcement of its rights under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty, all reasonable out-of-pocket costs and expenses (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure including attorney’s fees and expenses) incurred by the Lessee Company in connection with the enforcement of its rights under or in respect of this Limited Guaranty (the “Maximum Liability Cap”), and (B) no Guarantor or Guarantor Affiliate (as hereinafter defined) shall have any obligation or liability to pay punctually any Person relating to, arising out of or perform any Guaranteed Obligationin connection with, Trinity shall forthwith on demand pay this Limited Guaranty, other than as expressly set forth herein. The Guarantors hereby acknowledge and agree that the amount not so paid or perform execution and delivery of this Limited Guaranty by each Guarantor is intended as an inducement to the obligation not so performed Company to enter into the Merger Agreement, and that in the manner specified in absence of this Limited Guaranty, the Operative AgreementsCompany would not enter into the Merger Agreement. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity hereby irrevocably and unconditionally guarantees for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit In connection with the execution and delivery, as of the date hereof, of the Agreement and Plan of Merger, dated as of the date hereof, by and among Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Cloud Merger Sub, Inc., a Delaware corporation (“Purchaser”) and the Guaranteed Party (as the same may be amended from time to time, the “Merger Agreement”), the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, the due and punctual payment, observance, performance, and discharge of the payment obligations of Parent with respect to (i) the Parent Termination Fee, (ii) monetary damages to the extent permitted by Section 7.3(d) of the Merger Agreement and (iii) any expense reimbursements or proceed indemnification obligations that become payable pursuant to obtain Section 5.12(h) of the Merger Agreement, (collectively, the “Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed an amount equal to the sum of (A) the Parent Termination Fee, (B) monetary damages to the extent permitted by Section 7.3(d) of the Merger Agreement and (C) any expense reimbursements or assert a claim for personal judgment against Lessee indemnification obligations that become payable pursuant to Section 5.12(h) of the Merger Agreement, minus (D) any amount actually paid by Parent to the Guaranteed Party in respect of the Obligations, collectively in an aggregate amount not to exceed $21,698,000 (the “Cap”) and the Guaranteed Party hereby agrees that the Guarantor shall in no event be required to pay under, in respect of, or in connection with this Guaranty, more than the Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment under, in respect of, or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or this Guaranty other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthan as expressly set forth herein.

Limited Guaranty. Trinity The Guarantors hereby irrevocably and unconditionally guarantees for guarantee to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due, of 53.02% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 7.5(c) of the Merger Agreement and (ii) any damages payable by Parent and Sub pursuant to Section 9.2 of the Merger Agreement, in each case subject to the terms and limitations of Section 9.2 of the Merger Agreement (collectively, the Pass Through Trustee “Guaranteed Obligations”); provided that in no event shall Guarantors’ liability under this Limited Guaranty exceed $154,818,400 in the aggregate (the “Maximum Amount”), and provided, further, that this Guaranty will expire and will have no further force or effect, and the Policy Provider (eachCompany and its Affiliates will have no rights hereunder, together with their respective permitted successors and assigns, a "Guaranty Party") in the full and punctual payment of all amounts payable by event that the Lessee Closing occurs. The Company hereby agrees that the Guarantors shall in no event be required to pay more than the Maximum Amount under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty and that no Guarantor or Guarantor’s Affiliate (all such obligations being as hereinafter referred defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein. The Company further acknowledges that in the "event that Parent or Sub has any unsatisfied Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Percentage of such unsatisfied Guaranteed Obligations by Trinity hereunder, Guarantor (or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or by any other Person that may be liable for any Guaranteed Obligation; (bPerson, including Parent or Sub, on behalf of Guarantor) make any other effort to obtain payment or performance shall constitute satisfaction in full of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection Guarantor’s obligation with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationrespect thereto.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among MZ Investment Holdings Limited, a Cayman Islands company (“Parent”), MZ Investment Holdings Merger Sub Limited, a Delaware corporation (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 6.07(f), 8.06(b) and 7.2 8.06(d) of this the Merger Agreement (all such obligations being hereinafter referred as amended, restated, supplemented or otherwise modified from time to time) as and when due (collectively, the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the Guarantor’s liability of Trinity under this Section 11 or requiring 1(a) for the payment or performance of obligations of Parent under Section 8.06(b) of the Merger Agreement and the obligations of Parent to reimburse reasonable costs and expenses incurred by the Guaranteed Party under Section 6.07(f) of the Merger Agreement exceed an amount equal to US$ $3,890,000 (the “Maximum Amount”) minus any portion of the Guaranteed Obligations actually paid by Trinity hereunder, Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that Merger Sub in respect thereof in accordance with the terms hereof and under the Merger Agreement. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably Concurrently with the execution and unconditionally guarantees for delivery of this letter agreement and the benefit of Merger Agreement, each of the Owner ParticipantWndrCo Holdings, LLC, a Delaware limited liability company, General Catalyst Group IX, L.P., a Delaware limited partnership, GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership, and iSubscribed, Inc., a Delaware corporation (each, a “Guarantor” and collectively, the Owner Trustee“Guarantors”) is executing and delivering to the Company a Limited Guaranty (the “Limited Guaranty”) relating to certain of Parent’s monetary obligations under the Merger Agreement. Except as provided in Section 8, Trust the Company’s remedies against the Guarantors under such Limited Guaranty shall and are intended to be the sole and exclusive direct and indirect remedies available to the Company, the Indenture TrusteeCompany’s equityholders and their respective Affiliates and Subsidiaries. Notwithstanding anything that may be expressed or implied in this letter agreement, the Pass Through Trustee and Merger Agreement, the Policy Provider Limited Guaranty or any document or instrument delivered in connection herewith or therewith, (eacha) in no event shall any Guarantor have any obligation to make any payment to the Company, together with the Company’s equityholders or their respective permitted successors Affiliates and assignsSubsidiaries at any time, a "Guaranty Party"(b) in no event shall any Guarantor have any obligation to make any contribution to WC SACD One at any time after the Guarantors have made payment of the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(as defined in the Limited Guaranty) required to be paid pursuant to the terms and definitions of the Limited Guaranty, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and (c) foreclose against in no event shall any Guarantor have any obligation or seek liability to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right Guarantor by reason of this letter agreement or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity This Limited Guaranty (this "Limited Guaranty") is made and entered into as of March 14, 2011 (the "Guarantee") by and among Animal Health International, Inc. a Delaware corporation (the "Company"), Green Equity Investors V, L.P., a Delaware limited partnership ("GEI V"), and Green Equity Investors Side V, L.P., a Delaware limited partnership ("XXXX V" and together with GEI V, the "Guarantors", each a "Guarantor"). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the "Merger Agreement") by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub") and the Company. In consideration of, and as an inducement to the Company entering into the Merger Agreement and performing its obligations thereunder, each Guarantor hereby irrevocably and unconditionally unconditionally, severally and not jointly, guarantees for to the benefit Company the prompt and complete payment of each an aggregate of 33.00% (the "Guaranteed Percentage") of the Owner Participantobligation of Parent to pay to the Company the Parent Termination Fee or Regulatory Termination Fee, as applicable, if, as and when those obligations become payable pursuant to the Owner Trustee, Trust Company, terms and conditions of the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by It is expressly understood that the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Obligations set forth in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty Limited Guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment several and not of collectionjoint between the Guarantors, and Trinity specifically agrees it is further understood and agreed by GEI V and XXXX V that it the Guaranteed Obligations shall not be necessaryapportioned between them in percentages of 76.9245 and 23.0755, and that Trinity respectively (each a, Pro Rata Portion"). In no event shall not be entitled to require, before or as a condition of enforcing the Guarantor's liability of Trinity under this Section 11 or requiring payment or performance in respect of the Guaranteed Obligations by Trinity hereunderexceed such Guarantor's Pro Rata Portion of the Guaranteed Percentage of the Guaranteed Obligations (such limitation on the liability each Guarantor may have for its Pro Rata Portion of the Guaranteed Percentage of the Guaranteed Obligations being herein referred to as such Guarantor's "Cap"), or at it being understood that this Limited Guaranty may not be enforced against any time thereafterGuarantor without giving effect to such Guarantor's Cap. Each Guarantor hereby, that any Personseverally and not jointly, represents and warrants to Company that: (a) file suit or proceed to obtain or assert it is a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; limited partnership, duly organized, validly existing and in good standing under the Laws of Delaware, (b) make it has the necessary power and authority to enter into, execute and deliver this Limited Guaranty and to perform fully its respective obligations hereunder, (c) the execution, delivery and performance of this Limited Guaranty by such Guarantor has been duly and validly authorized and approved by all necessary limited partnership action, and no other proceedings or actions on the part of such Guarantor are necessary therefor, (d) this Limited Guaranty has been duly and validly executed and delivered by such Guarantor and constitutes a legal, valid and binding agreement of such Guarantor enforceable by the Company against such Guarantor in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (e) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty (subject to the Cap), and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guaranty (subject to the Cap) shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with the termination provisions set forth herein, (f) the execution, delivery and performance of this Limited Guaranty by such Guarantor does not (i) violate its organizational documents, (ii) violate any applicable law or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of any benefit under, any material contract to which such Guarantor is a party; and (g) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guaranty by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other effort action by, and no notice to obtain payment or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guaranty. Each Guarantor hereby agrees that irreparable damages would occur in the event that any Guaranteed Obligation from Lessee or of the provisions of this Limited Guaranty were not performed in accordance with the terms hereof, and that the Company shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, this being in addition to any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person the Company is entitled at law or in equity. Each Guarantor agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity. In the event that the Company is seeking an injunction or injunctions to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions of this Limited Guaranty, the Company shall not be entitled required to provide any bond or other security in connection with any Guaranteed Obligation such order or injunction. Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any security document or other guaranty therefor instrument delivered contemporaneously herewith, and notwithstanding the fact that the Guarantors may be partnerships, by its acceptance of the benefits of this Limited Guaranty, the Company acknowledges and agrees that neither it nor any of its Affiliates or (e) assert Representatives have any right of recovery against, and no liability shall attach to, the former, current or file future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any claim against the assets of Lessee Guarantor, Parent, Merger Sub or any former, current or future direct or indirect equity holder, controlling person, stockholder, director, officer, employee, agent, Affiliate, member, manager or general or limited partner of any of the foregoing (collectively, but not including the Guarantors, Parent or Merger Sub, each an "Affiliated Party"), whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against an Affiliated Party or any Guarantor (including a claim to enforce the Financing Commitment), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Law, or otherwise. Nothing set forth in this Limited Guaranty shall confer or give or shall be construed to confer or give to any Person other than each of the Guarantors and the Company (including any Person liable acting in a representative capacity) any rights or remedies against any Person other than the Company and each Guarantor as expressly set forth herein. The Company acknowledges that each Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this paragraph and this paragraph shall survive termination of this Limited Guaranty. This Limited Guaranty shall terminate automatically and immediately, and neither Guarantor shall have any further obligations under this Limited Guaranty, as of the earlier of (i) the Effective Time, (ii) the time at which all amounts payable by the Guarantors under this Limited Guaranty shall be paid in full, (iii) the valid termination of the Merger Agreement by mutual consent of the Company, Merger Sub and Parent pursuant to Section 8.1 of the Merger Agreement and (iv) the date which is thirty (30) days following the valid termination of the Merger Agreement (other than pursuant to Section 8.1 of the Merger Agreement) if the Company has not presented a claim for payment hereunder to such Guarantor (which claim shall set forth in reasonable detail the basis for such claim) by such 30th day (in which case, the Guarantors' obligations hereunder shall survive until such proceeding is finally and conclusively resolved by a court of competent jurisdiction). None of the Guarantors or the Company may assign its rights, interests or obligations hereunder to any Guaranteed Obligation.Person (except by operation of law) without the prior written consent of the Company or the Guarantors, as the case may be. The Guarantors each waive, for the benefit of the Company, (i) any right to require the Company to proceed against either or both of the Guarantors or to pursue any other remedy available to the Company, and (ii) any notices, demands, presentments, notices of nonperformance, including acceptance of this Limited Guaranty or notices of default under the Merger Agreement. No failure to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Any notice or communication required or permitted by this Limited Guaranty shall be deemed sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the Person to which it is directed, or when the period set forth below expires (whether or not it is actually received):

Limited Guaranty. Trinity hereby irrevocably Notwithstanding any other term or provision of this Guaranty to the contrary, the Guarantor's liability hereunder shall be limited to an amount equal to (a) $5,000,000 in principal amount, plus, without limitation as to the amounts thereof, (b) the Guarantor's Pro Rata Share of all interest, banking charges, commissions, costs and unconditionally guarantees for reasonable expenses chargeable to the benefit of each Company in respect of the Owner ParticipantObligations (other than costs and expenses, including attorneys fees, incurred in connection with the Owner Trusteeenforcement against the Company of the Credit Agreement or other Loan Documents, Trust Companyunless the Lender is required to incur just costs and/or expenses prior to being able to demand payment hereunder), the Indenture Trustee, the Pass Through Trustee and the Policy Provider plus (each, together with their respective permitted successors and assigns, a "Guaranty Party"c) the full and punctual payment Guarantor's Pro Rata Share of all amounts interest and other costs and reasonable expenses payable by the Lessee under Sections 7.1 Guarantor pursuant to Section 3 hereof (other than costs and 7.2 expenses, including attorneys fees, incurred in connection with the enforcement against the Company of the Credit Agreement or other Loan Documents, unless the Lender is required to incur just costs and/or expenses prior to being able to demand payment hereunder), PROVIDED, the Guarantor shall pay all of the costs and expenses incurred or expended by the Lender in connection with this Agreement (all such obligations being hereinafter Guaranty and the enforcement thereof. Each payment made by the Guarantor hereunder which is applied against the Obligations referred to as in clause (a) above shall reduce the "Guaranteed Obligations")Guarantor's liability by such amount. Upon failure by The Lender's dealings with the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall Company need not be necessary, and that Trinity shall not be entitled limited to require, before or as a condition of enforcing any particular sum notwithstanding any limitation herein upon the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity Guarantor. The Lender hereby agrees that to the extent it shall require any payments be made hereunder, or at any time thereafterthe Lender will, that any Person: (a) file suit or proceed to obtain or assert the extent permissable, simultaneously make a claim for personal judgment against Lessee payment on all Credit Agreement Guarantees such that any payment being required to be made hereunder will not exceed the Guarantor's Pro Rata Share of the aggregate amount being claimed by the Lender under all Credit Agreement Guarantees (and, to the extent the Lender is not permitted or otherwise able to make a claim under any other Person that may Credit Agreement Guaranty, the Lender shall be liable deemed to have made such a claim under such Credit Agreement Guaranty for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance purposes of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationthis sentence).

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby irrevocably and unconditionally guarantees for to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due pursuant to the terms and conditions of the Merger Agreement, of (i) the Parent Termination Fee when required to be paid by Parent pursuant to and in accordance with Section 9.03 of the Merger Agreement or (ii) all of the liabilities and obligations of Parent or Sub under the Merger Agreement (including, without limitation, Section 7.09(b), Section 7.09(c) and Section 9.03(g), and as otherwise contemplated by Section 9.02) when required to be paid by Parent or Sub pursuant to and in accordance with the Merger Agreement (clauses (i) and (ii) collectively, the Pass Through Trustee and “Guaranteed Obligations”); provided, however, that, notwithstanding anything to the Policy Provider contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, in no event shall the liability of Guarantor pursuant to this Limited Guaranty exceed $175,000,000.00 (eachthe “Maximum Liability Cap”), together with their respective permitted successors and assigns, a "it being understood that in no event shall this Limited Guaranty Party"be enforced without giving effect to the Maximum Liability Cap. The Company hereby agrees that (i) the full and punctual payment Guarantor shall in no event be required to pay an amount in excess of all amounts payable by the Lessee Maximum Liability Cap under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty, and (all such obligations being ii) neither the Guarantor nor any Guarantor Affiliate (as hereinafter referred defined) shall have any obligation or liability to any person relating to, arising out of or in connection with, this Limited Guaranty, other than as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsexpressly set forth herein. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity Subject to the terms and conditions of this Limited Guaranty, the Guarantor hereby irrevocably and unconditionally guarantees for guaranties to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due, but only up to the Pass Through Trustee Maximum Amount (as defined below), of Parent's and Buyer's obligation to (a) pay the Policy Provider Parent Termination Fee or the Parent Expense Fee, in each case solely to the extent such obligations are payable pursuant to Section 9.2(c) of the Merger Agreement following a termination of the Merger Agreement, and (eachb) fund the Purchase Price in connection with a consummation of the Contemplated Transactions, together with their respective permitted successors solely to the extent such Purchase Price is due and assigns, a "Guaranty Party") payable pursuant to the full terms and punctual payment conditions of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Merger Agreement (which shall not have been terminated prior to such time, and including without limitation the obligation that all of the conditions to Parent and Buyer's obligations to consummate the Contemplated Transactions set forth in the Merger Agreement must be satisfied prior to such obligations being hereinafter referred funding (other than such conditions which by their nature are to as be satisfied at the Closing but subject to the satisfaction of those conditions)) (collectively, the "Guaranteed Obligations"); provided that in no event shall Guarantor's aggregate liability under this Limited Guaranty in respect of Guaranteed Obligations exceed an aggregate amount equal to the Purchase Price (the "Maximum Amount"), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Maximum Amount; provided, further, that this Limited Guaranty will expire and will have no further force or effect, and the shareholders of the Company (the "Shareholders")), the Company and their respective Affiliates will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 below. Upon failure by The Company hereby agrees that the Lessee Guarantor shall not in any event be required to pay punctually more than the Maximum Amount under or perform in respect of this Limited Guaranty or have any Guaranteed Obligationobligation or liability to any Person relating to, Trinity shall forthwith on demand arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein. If Parent and Buyer fail or refuse to pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any of the Guaranteed Obligations by Trinity hereunderwhen due in accordance with the terms of the Merger Agreement, the Guarantor shall immediately pay, or at any time thereaftercause to be paid, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance such amounts free and clear of any Guaranteed Obligation from Lessee deduction, offset, defense, claim or counterclaim of any other Person that may kind, except as expressly provided herein. All payments hereunder shall be liable for made in lawful money of the United States, in immediately available funds. For the avoidance of doubt, Guarantor's obligation to fund the Purchase Price or otherwise pay amounts in excess of the Parent Termination Fee pursuant to this Limited Guaranty shall only be in respect of a closing of the Contemplated Transactions and not in respect of a damages judgment or order (unless such Guaranteed Obligation; (c) foreclose against or seek closing occurs pursuant to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationorder).

Limited Guaranty. Trinity hereby irrevocably Xxxxxx DFS LP or Xxxxxx X. Xxxxxx shall default in any material respect in the due performance or observance of any material term or provision to be performed or observed by it under the Limited Guaranty, or the Limited Guaranty or any material term or provision thereof shall cease for any reason to be in full force and unconditionally guarantees for effect (other than in accordance with its terms or unless consented to in writing by the benefit Bank) or any Loan Party or any Affiliate of each any Loan Party shall so assert in writing; then, and in any such event, (A) if such event is an Event of Default specified in Section 9.7, the Revolving Credit Commitment shall automatically and immediately terminate and all of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee Obligations owing under this Agreement and the Policy Provider (each, together with their respective permitted successors other Loan Documents shall immediately become due and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionpayable, and Trinity specifically agrees that it shall not be necessary(B) if such event is any other Event of Default, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or then at any time thereafter, that any Personif such Event of Default shall be continuing, the Bank may by written notice to the Borrower: (ai) file suit or proceed to obtain or assert a claim for personal judgment against Lessee declare all or any portion of the principal of and accrued interest on the Revolving Credit Note and all other Person Obligations to be due and payable, whereupon the same shall immediately become, due and payable; and/or (ii) declare the Revolving Credit Commitment of the Bank to be terminated, whereupon the Revolving Credit Commitment shall forthwith immediately terminate. Except as expressly provided above in this Section 9, the Borrower hereby waives, presentment, demand, protest, notice of acceleration, notice of intent to accelerate, and all other notices of any kind. The Bank may, but shall not be obligated to, without notice to or demand on the Borrower and without releasing the Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of the Borrower hereunder in such manner and to such extent as the Bank shall deem necessary; provided that may the Bank shall use commercially reasonable efforts to provide notice to the Borrower prior to taking any action hereunder other than actions as are necessary or appropriate in order for the Bank to protect the Collateral or any portion thereof, or to protect the Liens of the Bank in and to the Collateral created under the Security Documents. Subject to Section 9(c) of the Pledge Agreement, the Bank is authorized to appear in, defend or bring any action or proceeding to protect its interest in the Collateral for such purposes, and the costs and expenses thereof (including reasonable attorneys’ fees to the extent permitted by applicable law), with interest as provided herein, shall constitute part of the Obligations and shall be liable for due and payable to the Bank upon demand. All such costs and expenses incurred by the Bank in curing any Guaranteed Obligation; (b) make Event of Default or any other effort to obtain failed payment or performance act or in appearing in, defending or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense is incurred until the date of payment or reimbursement to the Bank, and such interest shall constitute part of the Obligations. Without limiting the generality of the foregoing, during the continuance of an Event of Default, the Bank shall be permitted to exercise all other rights and remedies available to the Bank under any Guaranteed Obligation from Lessee Loan Document, applicable law or otherwise, provided that, notwithstanding any other Person that may term or provision in this Section 9, the Bank’s rights and remedies in respect of the realization upon the Borrower Collateral shall be liable for such Guaranteed Obligation; (csubject to Section 9(c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against of the assets of Lessee or any other Person liable for any Guaranteed ObligationPledge Agreement.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for (as primary obligor and not merely as a surety) to the benefit Company the due and punctual payment by Parent to the Company of each (i) the Parent Termination Fee on the terms and subject to the conditions set forth in Section 8.3(c) of the Owner Participant, Merger Agreement (the Owner Trustee, Trust Company, “Parent Termination Fee Obligations”) and (ii) all of the Indenture Trustee, liabilities and obligations of Parent or Merger Sub under the Pass Through Trustee Merger Agreement (including any reimbursement or indemnification obligations pursuant to Section 6.11(b) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Policy Provider Merger Agreement (eachthe “Other Obligations” and, together with their respective permitted successors the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guaranty, the Merger Agreement, the Equity Funding Letter or any other agreement contemplated hereby or thereby, the Company and assignsthe Guarantor agree that in no event shall the aggregate liability of the Guarantor hereunder exceed the Parent Liability Limitation, and that the Guarantor shall in no event be required to pay more than the Parent Liability Limitation under or in respect of this Limited Guaranty, or otherwise have any liability hereunder relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance. The Guarantor shall, upon the written request of the Company (a "Guaranty Party"“Performance Demand”), promptly and in any event within ten (10) business days (as such term is defined in the Merger Agreement), pay such Guaranteed Obligations in full. Guarantor acknowledges and agrees that (a) Parent is delivering a copy of Equity Funding Letter to the Company and that the Company is relying on the obligations and commitments of Guarantor under the Equity Funding Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the full provisions set forth in Section 8.3 of the Merger Agreement and punctual this Limited Guaranty (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Guarantor’s obligations to fund the Commitment (as defined in the Equity Funding Letter) in accordance with the terms of the Equity Funding Letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement, to cause Parent and Merger Sub to cause, or to directly cause, Guarantor to fund, directly or indirectly, the Commitment under the Equity Funding Letter, and to cause Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement under Section 9.5(b) of the Merger Agreement and (c) the right of specific performance under the Equity Funding Letter and Section 9.5(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company under Section 9.5(b) of the Merger Agreement and the Equity Funding Letter shall be in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under Section 9.5(b) of the Merger Agreement and/or the Equity Funding Letter shall not restrict, impair or otherwise limit the Company from, in the alternative, terminating the Merger Agreement in accordance with Section 8.3(c) and collecting the Parent Termination Fee and the other Guaranteed Obligations under Section 6.11(b) of the Merger Agreement and this Limited Guaranty; provided, that under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section 9.5(b) of the Merger Agreement and payment of all amounts payable by the Lessee under Sections 7.1 Parent Termination Fee and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "other Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments in cash by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty wire transfer of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity The Guarantors hereby irrevocably and unconditionally guarantees for guarantee to the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trusteepayment, if and when due, of 46.98% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 7.5(c) of the Merger Agreement and (ii) any damages payable by Parent and Sub pursuant to Section 9.2 of the Merger Agreement, in each case subject to the terms and limitations of Section 9.2 of the Merger Agreement (collectively, the Pass Through Trustee “Guaranteed Obligations”); provided that in no event shall Guarantors’ liability under this Limited Guaranty exceed $137,181,600 in the aggregate (the “Maximum Amount”), and provided, further, that this Guaranty will expire and will have no further force or effect, and the Policy Provider (eachCompany and its Affiliates will have no rights hereunder, together with their respective permitted successors and assigns, a "Guaranty Party") in the full and punctual payment of all amounts payable by event that the Lessee Closing occurs. The Company hereby agrees that the Guarantors shall in no event be required to pay more than the Maximum Amount under Sections 7.1 and 7.2 or in respect of this Agreement Limited Guaranty and that no Guarantor or Guarantor’s Affiliate (all such obligations being as hereinafter referred defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty, other than as expressly set forth herein. The Company further acknowledges that in the "event that Parent or Sub has any unsatisfied Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Percentage of such unsatisfied Guaranteed Obligations by Trinity hereunder, Guarantor (or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or by any other Person that may be liable for any Guaranteed Obligation; (bPerson, including Parent or Sub, on behalf of Guarantor) make any other effort to obtain payment or performance shall constitute satisfaction in full of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection Guarantors’ obligation with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationrespect thereto.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 25.00% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$750,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity The Ultimate Parent hereby absolutely, irrevocably and unconditionally guarantees to the Company (the “Limited Guaranty”), subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), payment by Parent to the Company of money damages awarded to the Company for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 breach of this Agreement by Parent (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon The maximum aggregate liability of the Ultimate Parent hereunder (the “Maximum Amount”) will not under any circumstances exceed (a) Thirty Six Million Dollars ($36,000,000) with respect to damages in respect of failure to pay Deferred Merger Consideration pursuant to Section 2.3, (b) the Maximum Liquidation Value as defined in the Class B Stock Agreements with respect to damages in respect of a breach by the Lessee Parent of Section 5.24 of this Agreement and (c) One Hundred Forty Million Dollars ($140,000,000) with respect to any other damages not described in the preceding clauses (a) or (b), (provided, that if this Agreement is terminated the Maximum Amount shall be zero unless the Ultimate Parent Termination Fee is payable pursuant to Section 8.2(b) in which case the Maximum Amount shall equal the Ultimate Parent Termination Fee payable) and the Company hereby agrees that the Ultimate Parent will in no event be required to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay more than the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreementsapplicable Maximum Amount. This guaranty shall constitute is a guaranty of punctual payment only and not of collectionperformance is a continuing and irrevocable guaranty by Ultimate Parent of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations are indefeasibly paid in full. Ultimate Parent hereby waives presentment, protest, notice, dishonor or default, demand for payment and any other notices to which Ultimate Parent might otherwise be entitled. Ultimate Parent hereby agrees that Parent and Merger Sub may, at any time and from time to time, and Trinity specifically agrees that it shall not be necessarywithout notice to Ultimate Parent, and that Trinity shall not be entitled to requiremake any agreement with the Company or the Holder Representative for the extension, before renewal, payment, compromise, discharge or as a condition release of enforcing the Guaranteed Obligations, or for any modification or amendment of the terms thereof, all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Ultimate Parent hereunder. Ultimate Parent waives any defense arising by reason of any disability or other defense of Parent or Merger Sub, or the cessation from any cause whatsoever of the liability of Trinity under this Section 11 Parent or requiring Merger Sub (other than (A) defenses to the payment or performance of the Guaranteed Obligations by Trinity hereunder, that are available to Parent or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor Merger Sub under this Agreement or (eB) assert or file any claim against breach by the assets Company of Lessee or any other Person liable for any Guaranteed Obligationthis Agreement).

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantors, in accordance with their respective Pro Rata Percentages (as hereinafter defined), hereby expressly, absolutely, irrevocably and unconditionally guarantees guarantee to the Company, subject to the terms and conditions hereof, the due and punctual observance, performance and discharge of payment of (a) the aggregate amount of the Parent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to Section 9.5(c) of the Merger Agreement, (b) the expense reimbursement obligations of Parent pursuant to Section 7.13(e)(ii) of the Merger Agreement and (c) any amounts due by Parent pursuant to Section 9.5(d)(ii) (the Parent Termination Fee described in clause (a) hereof and the obligations described in clauses (b) and (c) hereof, collectively the “Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the maximum aggregate liability of the Guarantors under this Limited Guaranty shall not exceed $42,563,701.75 (the “Maximum Amount”); it being agreed by Parent that this Limited Guaranty may not be enforced against the Guarantors without giving effect to the Maximum Amount. The Company (on behalf of its controlled Affiliates, directors and officers) hereby agrees that (i) the Guarantors shall in no event collectively be required to pay more than the Maximum Amount (or, in the case of each Guarantor, its Pro Rata Percentage (as hereinafter defined) of the Maximum Amount) or make any payment (other than payment of the Guaranteed Obligations) pursuant to this Limited Guaranty (with it being understood and agreed that, in circumstances where the Parent Termination Fee is due and payable by Parent, Parent shall have no other payment obligations to the Company, to the extent so provided in the Merger Agreement and subject to Section 9.5(d)(ii) thereof, and this Limited Guaranty shall be construed accordingly), (ii) that no Guarantor or any of its Guarantor Affiliates (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty (other than for the benefit Guaranteed Obligations), and (iii) this Limited Guaranty may not be enforced against the Guarantors without giving effect to these limitations (with it being understood and agreed that such limitations are an integral part of each Guarantor executing and delivering this Limited Guaranty and no Guarantor would have delivered this Limited Guaranty if such limitations were not given full force and effect); provided, that notwithstanding anything to the contrary herein, the foregoing shall not limit the Company’s rights under the Equity Commitment Letter (subject to the limitations set forth therein). All payments hereunder shall be made in lawful money of the Owner ParticipantUnited States, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, in immediately available funds. The Company may not bring a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee claim against any Guarantor under Sections 7.1 and 7.2 or in respect of this Limited Guaranty unless and until the Merger Agreement (all such obligations being hereinafter referred to as has been terminated in accordance with Article IX of the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Merger Agreement in the manner specified in the Operative Agreementsset forth therein. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor.

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to 60.61% of the unpaid payment obligations of Parent to the Guaranteed Party under Section 8.3(c) of the Merger Agreement as and when due (the “Guaranteed Obligations”), which percentage is equal to the percentage of the planned equity participation of the Guarantor in the Merger, provided, that in no event shall the Guaranteed Obligations exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) of this Limited Guaranty and subject to adjustment under Section 5 (No Subrogation) below exceed US$7,576,250 (the “Maximum Amount”); provided, further, that in the event China Wealth Growth Fund I L.P., as guarantor under that certain Limited Guaranty, dated as of the date hereof, by China Wealth Growth Fund I L.P. in favor of the Guaranteed Party (the “China Wealth Limited Guaranty”), shall have failed to make any payment due to the Guaranteed Party in accordance with the China Wealth Limited Guaranty, the Guarantor shall make the same payment to the Guaranteed Party (exclusive of reimbursement of expenses). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under Merger Agreement in reliance on this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement) among Ninetowns Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Ninetowns Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, the due and punctual performance and discharge of (A) the payment obligations of Parent to the Guaranteed Party under Section 8.5(c) of the Merger Agreement with respect to the Parent Termination Fee, including any additional payments due under Section 8.5(d) of the Merger Agreement and (B) the expense reimbursement obligations of Parent to the Guaranteed Party under Section 8.5(f) of the Merger Agreement, including any additional payments due under Section 8.5(d) of the Merger Agreement, if, as and when those obligations become payable and due under the Merger Agreement (the “Guaranteed Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guaranty (exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) hereof) exceed an amount equal to (a) the Guaranteed Obligations minus (b) any portion of the Guaranteed Obligations actually paid by Parent or Merger Sub or by any other Person for or on behalf of Parent or Merger Sub to the Guaranteed Party (such limitation on the liability the Guarantor may have for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations Guaranteed Obligations being hereinafter herein referred to as the "Guaranteed Obligations"Guarantor’s “Cap”), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 9 and 10 hereof). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments United States, in immediately available funds. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under Merger Agreement in reliance upon the Operative Agreements. This guaranty shall constitute a guaranty execution of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Pan Long Company Limited, an exempted company with limited liability formed under the laws of the Cayman Islands (“Parent”), Pan Long Investment Holdings Limited, a British Virgin Islands business company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment and discharge of all amounts payable by an amount equal to the Lessee entire payment obligations of Parent to the Guaranteed Party under Sections 7.1 Section 8.3(b) of the Merger Agreement as and 7.2 of this Agreement when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”), provided that in no event shall the Guaranteed Obligations exceed US$2,000,000 (the “Maximum Amount”). Upon failure by This Limited Guaranty may be enforced for the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementspayment of money only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under Merger Agreement in reliance on this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 7.97% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$239,100 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for to the benefit of each Company, subject to the terms and conditions hereof, following the termination of the Owner ParticipantMerger Agreement, the Owner Trusteedue and punctual observance, Trust Companyperformance and discharge of the payment of (a) the Parent Termination Fee in accordance with Section 8.4(e) of the Merger Agreement, (b) any amounts due by Parent pursuant to Section 8.4(f) of the Merger Agreement, and (c) the reimbursement obligations of Parent pursuant to Sections 6.16(c)(iii) and 6.17 of the Merger Agreement (such obligations described in clauses (a), (b) and (c), collectively, the Indenture Trustee“Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the Pass Through Trustee maximum aggregate liability of the Guarantor under this Limited Guaranty shall not exceed the sum of (i) $127,000,000 plus (ii) any and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by due pursuant to either of clauses (b) and (c) above, which together shall not exceed $6,000,000 (the Lessee under Sections 7.1 amounts in clauses (i) and 7.2 of this Agreement (all such obligations being hereinafter referred to as ii) collectively, the "Guaranteed Obligations"“Maximum Amount”). Upon failure by The Company (on behalf of its controlled Affiliates, directors and officers) hereby agrees that the Lessee Guarantor shall in no event be required to pay punctually or perform any Guaranteed Obligationmore than the Maximum Amount pursuant to this Limited Guaranty. Notwithstanding anything to the contrary in this Limited Guaranty, Trinity nothing in this Limited Guaranty shall forthwith on demand pay limit the amount not so paid or perform Company’s rights under the obligation not so performed in the manner specified in the Operative AgreementsEquity Commitment Letter. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis as payments by the Lessee under the Operative AgreementsUnited States, in immediately available funds. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable Law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor.

Limited Guaranty. Trinity hereby irrevocably Notwithstanding anything to the contrary contained herein, the aggregate amount of the Indebtedness which may from time to time be outstanding, the liability of the Guarantor hereunder shall be limited to a principal amount of $1,500,000, plus accrued interest thereon and unconditionally guarantees all attorneys’ fees, collection costs and enforcement expenses referable thereto. The Indebtedness may be created and continued in any amount, whether or not in excess of such principal amount, without affecting or impairing the Guarantor’s liability hereunder, and the Lender may pay (or allow for the benefit payment of) the excess out of each any sums received by or available to the Lender on account of the Owner ParticipantIndebtedness from the Borrower or any other person (except the Guarantor), from their properties, out of any collateral security or from any other source, and such payment (or allowance) shall not reduce, affect or impair the Owner TrusteeGuarantor’s liability hereunder. Any payment made by the Guarantor under this Guaranty shall be effective to reduce or discharge such liability only if accompanied by a written transmittal document, Trust Companyreceived by the Lender, advising the Indenture TrusteeLender that such payment is made under this Guaranty for such purpose.” Dated as of March 21, 2005 /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, an individual ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITORS The undersigned, each a subordinated creditor of Corsair Memory, Inc. (the Pass Through Trustee and “Borrower”) to Xxxxx Fargo Business Credit, Inc. (the Policy Provider “Lender”) pursuant to a Subordination Agreement, dated as of June 10, 2003 (each, together with their respective permitted successors a “Subordination Agreement”), hereby (i) acknowledges receipt of the foregoing Sixth Amendment to Credit and assignsSecurity Agreement, dated as of March 21, 2005 (the “Amendment”); (ii) consents to the terms and execution thereof; (iii) reaffirms his obligations to the Lender pursuant to the terms of his Subordination Agreement; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Loan Documents and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the obligations of the undersigned under his Subordination Agreement. Dated as of March 21, 2005 /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx, an individual /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, an individual /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx, an individual Exhibit A to Sixth Amendment to Credit and Security Agreement REPLACEMENT REVOLVING NOTE $20,000,000 March , 2005 For value received, the undersigned, CORSAIR MEMORY, INC., a "Guaranty Party") California corporation (the full and punctual payment of all amounts payable by “Borrower”), hereby promises to pay on the Lessee Termination Date under Sections 7.1 and 7.2 of this the Credit Agreement (all such obligations being hereinafter referred defined below), to as the "Guaranteed Obligations"order of XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed at its main office in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collectionMinneapolis, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderMinnesota, or at any other place designated at any time thereafterby the holder hereof, that any Person: in lawful money of the United States of America and in immediately available funds, the principal sum of Twenty Million Dollars (a$20,000,000) file suit or proceed or, if less, the aggregate unpaid principal amount of all Revolving Advances made by the Lender to obtain or assert the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a claim for personal judgment against Lessee or any other Person that 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Credit and Security Agreement of even date herewith (the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be liable prepaid only in accordance with the Credit Agreement. This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for any Guaranteed Obligation; (b) make any acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other effort things, pursuant to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that the Credit Agreement and the Security Documents as therein defined, and may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements. The Borrower shall pay all costs of collection, including reasonable attorneys’ fees and legal expenses if this Note is not paid when due, whether or not legal proceedings are commenced. Presentment or other demand for such Guaranteed Obligation; payment, notice of dishonor and protest are expressly waived. This Note replaces that certain Revolving Note, dated as of April 1, 2004, made by the Borrower to the order of the Lender, and continues the Obligations incurred thereunder and evidenced thereby. CORSAIR MEMORY, INC. By Its President Exhibit B to Sixth Amendment to Credit and Security Agreement EQUIPMENT NOTE $1,000,000 March , 2005 For value received, the undersigned, CORSAIR MEMORY, INC., a California corporation (d) exercise the “Borrower”), hereby promises to pay on the Termination Date under the Credit Agreement (defined below), to the order of Xxxxx Fargo Business Credit, Inc., a Minnesota corporation (the “Lender”), at its main office in Minneapolis, Minnesota, or assert at any other right place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Dollars ($1,000,000) or, if less, the aggregate unpaid principal amount of all Equipment Advances made by the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Credit and Security Agreement of even date herewith (as the same may hereafter be amended, supplemented or remedy restated from time to time, the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid only in accordance with the Credit Agreement. This Note is issued pursuant, and is subject, to the Credit Agreement, which such Person provides, among other things, for acceleration hereof. This Note is the Equipment Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be entitled in connection with any Guaranteed Obligation secured by one or any more other security agreements, mortgages, deeds of trust, assignments or other guaranty therefor instruments or (e) assert agreements. The Borrower hereby agrees to pay all costs of collection, including attorneys’ fees and legal expenses in the event this Note is not paid when due, whether or file any claim against the assets not legal proceedings are commenced. Presentment or other demand for payment, notice of Lessee or any other Person liable for any Guaranteed Obligation.dishonor and protest are expressly waived. CORSAIR MEMORY, INC. By

Limited Guaranty. Trinity To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees for to the benefit Company, subject to the terms and conditions hereof, the due and punctual observance, performance and discharge of each payment of (a) the aggregate amount of the Owner ParticipantParent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to Section 8.3(c) of the Merger Agreement, (b) any amounts due by Parent pursuant to Section 8.3(e) of the Merger Agreement and (c) the Reimbursement Obligations of Parent pursuant to Section 6.6(f) of the Merger Agreement (the Parent Termination Fee described in clause (a) hereof and the obligations described in clauses (b) and (c) hereof, collectively the “Guaranteed Obligations”); provided, that this Limited Guaranty will expire and will have no further force or effect, and the Company will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantor hereunder in accordance with Section 6 hereof. Notwithstanding anything to the contrary in this Limited Guaranty, the Owner Trusteemaximum aggregate liability of the Guarantor under this Limited Guaranty shall not exceed $136,857,000 (the “Maximum Amount”). The Company (on behalf of its controlled Affiliates, Trust Companydirectors and officers) hereby agrees that the Guarantor shall in no event be required to pay more than the Maximum Amount pursuant to this Limited Guaranty; provided, that notwithstanding anything to the contrary herein, the Indenture Trusteeforegoing shall not limit the Company’s rights under the Equity Commitment Letter (subject to the limitations set forth therein). All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Company may not bring a claim against the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee Guarantor under Sections 7.1 and 7.2 or in respect of this Limited Guaranty unless and until the Merger Agreement (all such obligations being hereinafter referred to as has been terminated in accordance with Section 8.1 of the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed Merger Agreement in the manner specified set forth in Section 8.2(a) of the Operative AgreementsMerger Agreement. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled If Parent fails to require, before pay all or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance any portion of the Guaranteed Obligations by Trinity hereunderwhen due under the Merger Agreement, or then the Guarantor’s liability to the Company hereunder in respect of such applicable Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time thereafterand from time to time, that at the Company’s option, take any Person: (a) file suit and all actions available hereunder or proceed under applicable law to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any collect the Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation Obligations from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationGuarantor.

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among JOC North America LLC, a Delaware limited liability company (“Parent”), JOCNA Inc., a Delaware corporation (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions and limitations herein and in the Merger Agreement, the due and punctual payment, performance and discharge of an amount equal to the Parent Termination Fee under Section 8.2(c)(i) of the Merger Agreement as, only if, and when due under the terms of the Merger Agreement (the “Guaranteed Obligations”). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance in lawful money of the Guaranteed Obligations by Trinity hereunderUnited States, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any Guaranteed Obligation from Lessee deduction, offset, defense, claim or counterclaim of any other Person kind, provided that may be liable for such Guaranteed Obligation; this Limited Guaranty shall in no way limit or waive any claims, counterclaims or rights of (ci) foreclose against Parent or seek to realize upon any security now Merger Sub under or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or the Merger Agreement; and (eii) assert or file any claim against the assets of Lessee or Guarantor under any other Person liable for any agreements or transactions it may have with the Guaranteed ObligationParty and/or its Affiliates. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of an amount equal to 39.39% of the unpaid payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 Section 8.3(c) of the Merger Agreement as and 7.2 of this Agreement when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , which percentage is equal to the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay percentage of the amount not so paid or perform planned equity participation of the obligation not so performed Guarantor in the manner specified Merger; provided, that in the Operative Agreements. All payments by Trinity under this guaranty no event shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderexclusive of reimbursement of expenses, or at any time thereafterif applicable, pursuant to Section 1(c) of this Limited Guaranty and subject to adjustment under Section 5 (No Subrogation) below exceed US$4,923,750 (the “Maximum Amount”); provided, further, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may in no event shall the Guarantor be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance Obligations if such Guaranteed Obligations shall have arisen as a consequence of any Guaranteed Obligation from Lessee action taken or any other Person that omitted by Mx. Xxxxxx Xxx. This Limited Guaranty may be liable enforced for such the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement) by and among Elecor Intermediate Holding II Corporation, a Delaware corporation (“Parent”), Elecor Merger Corporation, a California corporation (“Merger Sub”) and the Guaranteed Party, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub shall be merged with and into the Company at the Effective Time. Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees for to the benefit Guaranteed Party the due and punctual performance and discharge of, in the event of each a termination of the Owner ParticipantAgreement in accordance with Article IX of the Agreement, the Owner Trusteepayment obligations of Parent (i) under Section 6.13 of the Agreement or (ii) for breach by Parent of any representation, Trust Companywarranty or covenant in the Agreement prior to such termination if, as and when due under, and subject to the limitations set forth in, the Indenture TrusteeAgreement, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement including Section 9.9 thereof (all such obligations being hereinafter referred to as obligations, the "Guaranteed “Payment Obligations"”). Upon failure The guarantee by Guarantor of the Lessee Payment Obligations under this Limited Guaranty may be enforced for money damages only. In no event shall Guarantor’s aggregate liability under this Limited Guaranty exceed an amount (the “Cap”) equal to $16,200,000.00, it being understood that this Limited Guaranty may not be enforced against Guarantor without giving effect to the Cap. The Guaranteed Party hereby agrees, on behalf of itself and the holders of equity interests in the Guaranteed Party, that in no event shall Guarantor be required to pay punctually any amounts to any one or more Persons under, in respect of, or in connection with this Limited Guaranty, in the aggregate, more than the Cap and that Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty or the Agreement other than as expressly set forth herein or in the Equity Financing Commitment. All payments hereunder shall be made in lawful money of the United States in immediately available funds. Guarantor promises and undertakes to make all payments required hereunder free and clear of any deduction, offset, claim or counterclaim of any kind (other than defenses and claims that are available to Parent under the Agreement). If Parent fails to discharge its Payment Obligations when due, the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent has failed to perform any of its Payment Obligations, take any and all actions available hereunder or under Applicable Law to enforce Guarantor’s obligations hereunder in respect of such Payment Obligations, subject to the terms and conditions of this Limited Guaranty, including, without limitation, the Cap. In furtherance of the foregoing, Guarantor acknowledges that, if the Payment Obligations are due pursuant to the Agreement, the Guaranteed ObligationParty may, Trinity shall forthwith on demand pay in its sole discretion, bring and prosecute a separate action or actions against Guarantor for the full amount not so paid of Guarantor’s liabilities hereunder in respect of the Payment Obligations (subject to the terms and conditions of this Limited Guaranty, including, without limitation, the Cap), regardless of whether action is brought against Parent or perform whether Parent is joined in any such action or actions. Guarantor acknowledges and agrees that nothing herein limits the obligation not so performed in rights and remedies of the manner Guaranteed Party specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on Agreement (provided that payment of the same basis as payments by Payment Obligations hereunder will offset the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance rights of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed Party to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for collect such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against amounts under the assets of Lessee or any other Person liable for any Guaranteed ObligationAgreement).

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Simcere Holding Limited, a Cayman Islands company (“Parent”), Simcere Acquisition Limited, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 56.45% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14 of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$1,693,500 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14 unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Decade Sunshine Limited, a Cayman Islands company (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 51% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14(h) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$3,570,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14(h) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.

Limited Guaranty. Trinity hereby On the terms, and subject to the conditions, set forth herein, each Guarantor hereby, severally (and not jointly or jointly and severally), expressly, absolutely, irrevocably and unconditionally guarantees for guarantee to the benefit Guaranteed Party (as primary obligor and not merely as a surety), such Guarantor’s pro rata share (as set forth under the heading “Pro Rata Share” on Schedule I attached hereto) (such pro rata share, a “Pro Rata Share”) of each Parent’s obligations (if any) to pay to the Guaranteed Party any monetary damages under or arising out of the Owner ParticipantMerger Agreement and any failure to comply with, or breach of any representation, warranty, covenant, agreement or obligation contained in the Merger Agreement, in each case , subject to the limitations set forth in the Merger Agreement (including Section 8.2(b) and Section 8.2(c) thereof), if and when due (the “Guaranteed Obligations”). Notwithstanding anything to the contrary in this Limited Guaranty or in any other document or agreement, the Owner Trustee, Trust CompanyGuaranteed Party hereby agrees (on behalf of itself and each other Company Related Party) that (a) in no event shall the aggregate liability of all Guarantors under this Limited Guaranty exceed an amount equal to $67,087,918 (such amount, the Indenture Trustee“Cap”), (b) in no event shall any Guarantor’s aggregate liability under this Limited Guaranty exceed such Guarantor’s pro rata share (as set forth under the Pass Through Trustee and the Policy Provider heading “Pro Rata Share” on Schedule 1 attached hereto) (each, together with their respective permitted successors and assignssuch pro rata share, a "Guaranty Party"“Pro Rata Share”) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(subject to the Cap), and (c) none of the Guarantors or at any time thereafterGuarantor Affiliate (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guaranty, other than as expressly set forth herein. Each Guarantors acknowledges and agrees that any Person: (a) file suit or proceed Parent is delivering a copy of the Equity Commitment Letter to obtain or assert a claim for personal judgment against Lessee or any other Person the Guaranteed Party and that may be liable for any the Guaranteed Obligation; Party is relying on the obligations and commitments of the Guarantors under the Equity Commitment Letter in connection with the Guaranteed Party’s decision to enter into the Merger Agreement and consummate the transactions contemplated thereby, (b) make any other effort the provisions of this Limited Guaranty (i) are not intended to obtain payment and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or performance a breach of any Guarantor’s obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter, and (ii) shall not be construed to diminish or otherwise impair in any respect the Guaranteed Obligation from Lessee Party’s right to specific enforcement, to cause Parent or Purchaser to cause, or to directly cause, any other Person that may be liable for such Guaranteed Obligation; Guarantor to fund, directly or indirectly, the Commitment under the Equity Commitment Letter, and to cause Parent and Purchaser to consummate the transactions contemplated by the Merger Agreement, (c) foreclose against or seek the payment of the Guaranteed Obligations is subject to realize upon any security now or hereafter existing for such Guaranteed Obligation; the last sentence of Section 5(a) of the Equity Commitment Letter and Sections 9.10(a) and 9.10(b)(v) of the Merger Agreement and (d) exercise the right of specific performance under the Equity Commitment Letter and the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Guaranteed Party would not have entered into the Merger Agreement. For the avoidance of doubt, the election to pursue any injunction or assert any specific performance under Section 9.10 of the Merger Agreement or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Guaranteed Party from, in the alternative, attempting to collect the Guaranteed Obligations; provided, that, without limiting the ability of the Guaranteed Party to seek both remedies, under no circumstances shall the Guaranteed Party be permitted or entitled to receive both a grant of specific performance under Section 9.10 of the Merger Agreement to cause Parent and Purchaser to consummate the transactions contemplated by the Merger Agreement, on the one hand, and the payment of the Guaranteed Obligations, on the other right or remedy to which such Person is or hand. All payments hereunder shall be entitled made in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against lawful money of the assets United States, by wire transfer of Lessee or any other Person liable for any Guaranteed Obligationimmediately available funds.

Limited Guaranty. Trinity (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among New Sihitech Limited, a British Virgin Islands company (“Parent”), New Sihitech Acquisition Limited, a British Virgin Islands company (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and unconditionally guarantees not merely as surety, on the terms and subject to the conditions herein, the due and punctual payment, performance and discharge of an amount equal to the entire payment obligations of Parent to the Guaranteed Party under Section 8.3(b) of the Merger Agreement as and when due (the “Guaranteed Obligations”), provided that in no event shall the Guaranteed Obligations exceed US$2,000,000 (the “Maximum Amount”). This Limited Guaranty may be enforced for the benefit of each of the Owner Participant, the Owner Trustee, Trust Company, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreementsmoney only. All payments by Trinity under this guaranty hereunder shall be made on in lawful money of the same basis United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as payments expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under Merger Agreement in reliance on this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably Concurrently with the execution and unconditionally guarantees for delivery of this letter agreement and the benefit of Merger Agreement, each of the Owner ParticipantWndrCo Holdings, LLC, a Delaware limited liability company, General Catalyst Group IX, L.P., a Delaware limited partnership, GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership, and iSubscribed, Inc., a Delaware corporation (each, a “Guarantor” and collectively, the Owner Trustee“Guarantors”) is executing and delivering to the Company a Limited Guaranty (the “Limited Guaranty”) relating to certain of Parent’s monetary obligations under the Merger Agreement. Except as provided in Section 8, Trust the Company’s remedies against the Guarantors under such Limited Guaranty shall and are intended to be the sole and exclusive direct and indirect remedies available to the Company, the Indenture TrusteeCompany’s equityholders and their respective Affiliates and Subsidiaries. Notwithstanding anything that may be expressed or implied in this letter agreement, the Pass Through Trustee and Merger Agreement, the Policy Provider Limited Guaranty or any document or instrument delivered in connection herewith or therewith, (eacha) in no event shall any Guarantor or WC SACD One have any obligation to make any payment to the Company, together with the Company’s equityholders or their respective permitted successors Affiliates and assignsSubsidiaries at any time, a "Guaranty Party"(b) in no event shall any Guarantor have any obligation to make any contribution to Parent or any of its Affiliates at any time after the Guarantors have made payment of the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder(as defined in the Limited Guaranty) required to be paid pursuant to the terms and definitions of the Limited Guaranty, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; and (c) foreclose against in no event shall any Guarantor have any obligation or seek liability to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right Guarantor by reason of this letter agreement or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationLimited Guaranty.

Limited Guaranty. Trinity hereby irrevocably To induce the Company to enter into that certain Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate hereof (as amended, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust by and among the Company, the Indenture TrusteeGG Holdings I, Inc., a Delaware corporation (“Parent”), and GG Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent, the Pass Through Trustee “Buyer Parties”), the Guarantor absolutely, unconditionally and irrevocably guarantees to the Policy Provider Company the due, punctual and complete payment and performance, as and when due, of (eachi) 100% of Parent’s payment obligation under Section 9.03 of the Merger Agreement and (ii) any other obligations of Parent under the Merger Agreement as a result of a breach thereof by Parent or Merger Sub (collectively, together with their respective permitted successors and assigns, a "Guaranty Party") the full and punctual payment of all amounts “Obligations”); provided that the maximum aggregate amount payable by the Lessee Guarantor under Sections 7.1 this Limited Guaranty (exclusive of Prevailing Party Costs (as defined herein)), if applicable, pursuant to and 7.2 only in accordance with Section 16 hereof) shall not exceed the Parent Termination Fee (the “Cap”), it being understood that this Limited Guaranty may not be enforced without giving effect to the Cap, subject to the provisions relating to Prevailing Party Costs. Except for Prevailing Party Costs, the Company hereby agrees that in no event shall the Guarantor be required to pay to the Company under, in respect of, or in connection with this Limited Guaranty, more than the Cap (exclusive of Prevailing Party Costs), and that Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty or the Merger Agreement (all such obligations being hereinafter referred to other than as the "Guaranteed Obligations")expressly set forth herein. Upon failure All sums payable by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty Guarantor hereunder shall be made on in immediately available funds. The Company may, in its sole discretion, bring and prosecute a separate action or actions against the same basis as payments by Guarantor for the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual full payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunderObligations, subject to the Cap (plus any Prevailing Party Costs), regardless of whether the action is brought against one or at both of the Buyer Parties or whether one or both of the Buyer Parties is joined in any time thereafter, that any Person: (a) file suit such action or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationactions.

Limited Guaranty. Trinity The Guarantor hereby irrevocably and unconditionally guarantees for to the benefit Guaranteed Party, as and to the extent provided in Section 2 below, the payment and performance of each % of Parent’s and Merger Sub’s payment obligations (collectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with, the Merger Agreement; provided that the maximum aggregate liability of the Owner ParticipantGuarantor hereunder shall not exceed $ (the “Maximum Amount”), it being understood that this Guarantee may not be enforced without giving effect to the Maximum Amount. The Guaranteed Party hereby agrees that the Guarantor shall in no event be required to pay to any Person more than the Maximum Amount under, or in respect of, or in connection with this Limited Guaranty and the Guarantor shall not have any obligation or liability to any Person under this Limited Guaranty other than as expressly set forth herein. Notwithstanding anything to the contrary contained in this Limited Guaranty or any other document, the Owner Trustee, Trust Companyobligations of Guarantor under this Agreement and of any other parties under any other limited guaranties in favor of the Guaranteed Party in connection with the Merger Agreement and the transactions contemplated thereby (collectively, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party"“Other Limited Guaranties”) the full and punctual payment of all amounts payable by the Lessee under Sections 7.1 and 7.2 of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty shall be made on several and not joint. Notwithstanding anything else to the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute contrary herein, this Limited Guaranty is only a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing provide the liability of Trinity under this Section 11 or requiring payment or performance Guaranteed Party monetary damages in respect of the Guaranteed Obligations by Trinity hereunder, and shall not provide injunctive relief or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or specific performance of any Guaranteed Obligation from Lessee obligations under the Merger Agreement by the Guarantor or any other Person that may be liable for of its Affiliates as a remedy to the Guaranteed Party in respect of such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationObligations.

Limited Guaranty. Trinity (a) The Guarantor hereby irrevocably provides an absolute, unconditional and unconditionally guarantees for the benefit irrevocable guaranty (this “Guaranty”), as a principal and not as a surety, of each all payment obligations (including any and all of the Owner Participantpayment obligations set forth in Section 1.02(a), Section 1.06, Article VI, Article VII and Article VIII) of the Owner TrusteeBuyer arising under this Agreement and shall indemnify the Seller and its Affiliates for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred by them in enforcing this Guaranty. This Guaranty shall be a continuing guarantee and shall be a guarantee of payment and not merely of collection. The Seller shall not be required to make any demand upon the Buyer, Trust Companyor to pursue or exhaust all of their rights or remedies against the Buyer, the Indenture Trustee, the Pass Through Trustee and the Policy Provider (each, together with prior to making any demand on or invoking any of their respective permitted successors rights and assigns, a "Guaranty Party") remedies against the full and punctual payment Guarantor pursuant to this Guaranty. The Guarantor hereby agrees that none of all amounts payable by the Lessee Seller’s rights or remedies nor the Guarantor’s obligations under Sections 7.1 and 7.2 the terms of this Agreement (all such obligations being hereinafter referred to as the "Guaranteed Obligations"). Upon failure by the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity under this guaranty Guaranty shall be released, diminished, impaired, reduced or affected by any claim or defense that this Guaranty was made on without consideration or is not supported by adequate consideration. The Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the same basis as payments by marshalling of assets of the Lessee under Seller, any of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the Operative Agreements. This guaranty guaranteed obligations, and all suretyship defenses generally; provided that nothing herein shall constitute a guaranty waiver of punctual payment and not any rights or defenses of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before the Buyer or as a condition of enforcing the liability of Trinity Guarantor under this Section 11 or requiring payment or performance of the Guaranteed Obligations by Trinity hereunder, or at any time thereafter, that any Person: (a) file suit or proceed to obtain or assert a claim for personal judgment against Lessee or any other Person that may be liable for any Guaranteed Obligation; (b) make any other effort to obtain payment or performance of any Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed ObligationAgreement.

Limited Guaranty. Trinity hereby irrevocably (a) To induce the Guaranteed Party to enter into an Agreement and unconditionally guarantees for the benefit Plan of each Merger, dated as of the Owner Participantdate of this Limited Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the Owner Trustee“Merger Agreement”), Trust Companyby and among Decade Sunshine Limited, a Cayman Islands company (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands company (“Merger Sub”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Indenture TrusteeGuarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, on the terms and subject to the conditions herein, the Pass Through Trustee and the Policy Provider (each, together with their respective permitted successors and assigns, a "Guaranty Party") the full due and punctual payment, performance and discharge of 49% of the payment obligations of all amounts payable by Parent to the Lessee Guaranteed Party under Sections 7.1 8.5(c), 8.5(d) and 7.2 6.14(h) of this the Merger Agreement as and when due (all such obligations being hereinafter referred to as the "“Guaranteed Obligations"”). Upon failure by , provided, that in no event shall the Lessee to pay punctually or perform any Guaranteed Obligation, Trinity shall forthwith on demand pay the amount not so paid or perform the obligation not so performed in the manner specified in the Operative Agreements. All payments by Trinity Guarantor’s liability under this guaranty shall be made on Limited Guaranty exceed an amount equal to (a) US$3,430,000 (the same basis as payments by the Lessee under the Operative Agreements. This guaranty shall constitute a guaranty of punctual payment and not of collection, and Trinity specifically agrees that it shall not be necessary, and that Trinity shall not be entitled to require, before or as a condition of enforcing the liability of Trinity under this Section 11 or requiring payment or performance “Maximum Amount”) minus (b) any portion of the Guaranteed Obligations actually paid by Trinity hereunderParent or Merger Sub in accordance with the terms hereof and under the Merger Agreement; provided, or at any time thereafterfurther, that any Person: (athe Guarantor shall have no obligations with respect to the payment obligations of Parent under Sections 8.5(d) file suit and 6.14(h) unless the underlying expenses are evidenced by invoice or proceed other written evidence, in each case, to obtain or assert a claim for personal judgment against Lessee or any other Person that the reasonable satisfaction of the Guarantor. This Limited Guaranty may be liable enforced for any Guaranteed Obligation; (b) the payment of money only. All payments hereunder shall be made in United States dollars, in immediately available funds. The Guarantor shall make any other effort to obtain payment or performance all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Obligation from Lessee or any other Person that may be liable for such Guaranteed Obligation; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Guaranteed Obligation; (d) exercise or assert any other right or remedy to which such Person is or be entitled Party entered into the transactions contemplated by the Merger Agreement in connection with any Guaranteed Obligation or any security or other guaranty therefor or (e) assert or file any claim against the assets of Lessee or any other Person liable for any Guaranteed Obligationreliance on this Limited Guaranty.