Common use of Limited Guarantee Clause in Contracts

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, but only up the Guarantor absolutely and irrevocably guarantees to the Maximum Amount (as defined below), Guaranteed Party the due and punctual payment, performance and discharge of any payment obligations of Parent of 10% (such percentage, the Guaranteed Percentage Guarantor’s “Contribution Percentage”) of Parent’s obligation the aggregate amount of: (a) to pay the Guaranteed Party the Parent Termination Fee if and as required when due and payable pursuant to Section 8.2(b)(iii6.06(c) of the Merger Agreement, ; (b) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to the last two sentences of Section 8.2(d6.15(c) of the Merger Agreement Agreement; and (c) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to Section 6.11(d6.06(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and through (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that . Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and in respect of the Guaranteed Obligations exceed $5,060,191. The Guaranteed Party hereby acknowledges and agrees that (i) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,191 (such limitation on the Maximum Amount under, aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in respect of or in connection with this Limited Guarantee, (ii) this Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (iiiii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), including any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its Subsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not have any obligation restrict, impair or liability to any Person (includingotherwise limit the injunctive, without limitation, specific performance and other equitable relief remedies available to the Guaranteed Party Group pursuant to Section 9.10 of the Merger Agreement (as defined belowthe “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below). This expressly set forth in this Limited Guarantee may be enforced for the payment of money onlyGuarantee. All payments hereunder under this Limited Guarantee shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement Each Guarantor hereby guarantees, severally and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”)not jointly, and the Guaranteed Partynot jointly and severally, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due payment and punctual payment, performance and discharge of the Guaranteed Percentage a portion of Parent’s payment obligation of (a) to pay the Guaranteed Party the Parent Termination Fee if if, as and as required pursuant when due and subject to the limitations set forth in Section 8.2(b)(iii) 8.6 of the Merger Agreement, (b) the Forward Purchase Termination Fee if, as and when due and subject to pay any amounts if and as required pursuant to the limitations set forth in Section 8.2(d) 8.6 of the Merger Agreement and (c) the indemnification obligations owing to pay any amounts if the Company and as required pursuant to its Subsidiaries under Section 6.11(d6.14(e) of the Merger Agreement and (d) Damages resulting from a Willful and Material Breach of the obligations contemplated by Merger Agreement or Fraud to the immediately preceding extent such Damages survive termination of the Merger Agreement in accordance with Section 8.5(c) of the Merger Agreement but subject to the limitations on Damages included therein (clauses (a), (b), (c) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationsd) collectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with and on the terms and subject to the conditions and limitations set forth in, the Merger Agreement in an amount equal to the percentage of the Maximum Aggregate Amount 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”); provided provided, that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of all of the Guarantor Guarantors hereunder shall not exceed $20,000,000.00 (the “Maximum Aggregate Amount”), and it being further understood that this Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount, and the . The Guaranteed Party hereby agrees that (i) the Guarantor Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (and that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, or in respect of of, or in connection with this Limited Guarantee, (ii) this Amended and Restated Limited Guarantee may not be enforced without giving effect to or the Maximum Amount, Merger Agreement and (iii) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, under this Amended and Restated Limited Guarantee or the Merger Agreement other than as expressly set forth herein. Notwithstanding anything to the Guaranteed Party Group (as defined below)) relating to, arising out of or contrary contained in connection with this Amended and Restated Limited Guarantee, the Merger Agreement, Guaranteed Party hereby agrees that to the Support Agreement, extent Parent is relieved of all or any document or instrument delivered portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in connection with the Merger Agreement, Agreement or pursuant to any other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) agreement with the Guaranteed Party. For purposes , each Guarantor shall be similarly relieved, to such extent, of its obligations under this Amended and Restated Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement Each Guarantor hereby guarantees, severally and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”)not jointly, and the Guaranteed Partynot jointly and severally, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, payment and performance and discharge of the Guaranteed Percentage a portion of Parent’s or Merger Sub’s obligation to pay to the Guaranteed Party (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) 8.4 of the Merger Agreement, (b) the indemnification and reimbursement obligations owing to pay any amounts if the Company, its Subsidiaries and as required pursuant to their respective Representatives under Section 8.2(d6.19(i) of the Merger Agreement Agreement, and (c) to pay any amounts if damages for Fraud or Willful Breach by Parent or Merger Sub in accordance with and as required pursuant subject to Section 6.11(d8.2(a) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”), on the terms and subject to the conditions set forth in the Merger Agreement and herein, in an amount equal to 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”); provided that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed $66,597,220.70 (the “Maximum Aggregate Amount”), it being understood and the Guaranteed Party hereby agrees agreed that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount. The Guaranteed Party hereby agrees that the Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (and that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement, and (iii) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, under this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. Notwithstanding anything to the Guaranteed Party Group (as defined below)) relating to, arising out of contrary contained in this Limited Guarantee or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of all or any document or instrument delivered portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in connection with the Merger Agreement, Agreement or pursuant to any other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) agreement with the Guaranteed Party. For purposes , each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)) among MINAT ASSOCIATED CO., by and among CBPO Holdings LimitedLTD., an exempted a business company incorporated with limited liability under the Laws laws of the Cayman British Virgin Islands (“Parent”), CBPO Group LimitedChinaEquity Alliance Victory Co., Ltd., an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands and a direct wholly-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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject surety to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)Company, the due and punctual payment, observance, performance and discharge of all of the Guaranteed Percentage obligations, covenants and agreements of Parent’s obligation (a) to pay Parent and Merger Sub under the Guaranteed Party Merger Agreement in respect of the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d9.03(b) of the Merger Agreement and (c) to pay any amounts if and as required the amount payable pursuant to Section 6.11(d9.03(d) of the Merger Agreement in accordance with the terms thereof (as such obligations, covenants and agreements may be modified, amended, waived or terminated in accordance with the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage terms of the ObligationsMerger Agreement, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount under, in respect of or in connection with Guarantor’s aggregate liabilities under this Limited GuaranteeGuarantee exceed US$2.2 million plus the amount payable pursuant to Section 9.03(d) of the Merger Agreement and Section 1(c) below (the “Cap”), (ii) it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum AmountCap (and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party acknowledges that in the event that Parent has satisfied a portion but not all of the Guaranteed Obligations, payment of the unsatisfied Guaranteed Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto, and (iii) that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below)expressly set forth herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed . The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the parties hereto. Concurrently with Merger Agreement partly in reliance upon the delivery execution of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) 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, the “Merger Agreement”), by and among CBPO Holdings LimitedXxxxxx HoldCo LP, an exempted company incorporated with a Delaware limited liability under partnership in which the Laws of the Cayman Islands Guarantors propose to invest (“Parent”), CBPO Group LimitedXxxxxx MergeCo Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a North Carolina corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which which, subject to the satisfaction or proper waiver of the conditions set forth therein, Merger Sub will merge with and into the Guaranteed Party with Party, the Guarantors hereby irrevocably, absolutely and unconditionally guarantee to the Guaranteed Party surviving the merger on a several (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only joint) basis up to the Maximum amount of each Guarantor’s respective Cap Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of ) Parent’s obligation (a) obligations to pay the Guaranteed Party the Parent Termination Fee Fee, if and as required when due pursuant to Section 8.2(b)(iii7.2(b) of the Merger Agreement, (b) to pay any amounts if plus the reasonable fees and as required expenses that may be incurred by the Guarantor Party pursuant to the second to last sentence of Section 8.2(d) 3 of this Limited Guarantee (with respect to each Guarantor, such Guarantor’s “Guaranteed Obligation”); provided, however, that in no event shall the Merger Agreement and liability of any Guarantor under this Limited Guarantee exceed the amount set forth next to such Guarantor’s name on Schedule A hereto (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)such amount for each Guarantor, the “ObligationsCap Amount”, and the Guarantor’s Guaranteed Percentage ) plus its pro rata share of the Obligations, the “Guaranteed Obligations”); provided reasonable fees and expenses that the maximum aggregate liability of may be incurred by the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required pursuant to pay more than the Maximum Amount under, in respect second to last sentence of or in connection with Section 3 of this Limited Guarantee, (ii) it being understood and agreed that this Limited Guarantee may not be enforced without giving effect to the Maximum each Guarantor’s respective Cap Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, but only up the Guarantor absolutely and irrevocably guarantees to the Maximum Amount (as defined below), Guaranteed Party the due and punctual payment, performance and discharge of any payment obligations of Parent of 10.7910.40% (such percentage, the Guaranteed Percentage Guarantor’s “Contribution Percentage”) of Parent’s obligation the aggregate amount of: (a) to pay the Guaranteed Party the Parent Termination Fee if and as required when due and payable pursuant to Section 8.2(b)(iii6.06(c) of the Merger Agreement, ; (b) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to the last two sentences of Section 8.2(d6.15(c) of the Merger Agreement Agreement; and (c) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to Section 6.11(d6.06(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and through (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that . Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and in respect of the Guaranteed Obligations exceed $5,459,7405,262,076. The Guaranteed Party hereby acknowledges and agrees that (i) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,459,7405,262,076 (such limitation on the Maximum Amount under, aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in respect of or in connection with this Limited Guarantee, (ii) this Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (iiiii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), as well asincluding any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its AffiliatesSubsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not have any obligation restrict, impair or liability to any Person (includingotherwise limit the injunctive, without limitation, specific performance and other equitable relief remedies available to the Guaranteed Party Group pursuant to Section 9.10 of the Merger Agreement (as defined belowthe “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the GuaranteedGuarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below). This expressly set forth in this Limited Guarantee may be enforced for the payment of money onlyGuarantee. All payments hereunder under this Limited Guarantee shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 100% of Parent’s obligation (a) to pay to the Guaranteed Party the Parent Termination Fee if and as when required pursuant to Section 8.2(b)(iii9.03(c) of the Merger Agreement, plus (b) to pay any amounts if and as required the reimbursement obligations pursuant to Section 8.2(d9.03(e) of the Merger Agreement and Agreement, plus (c) the indemnification and expense reimbursement obligations of Parent to pay any amounts if the Guaranteed Party pursuant to, and as required pursuant to in accordance with, Section 6.11(d7.14 of the Merger Agreement, plus (d) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Guaranteed Party in connection with the enforcement of its rights under Section 10.06 of the Merger Agreement that results in a judgment against Parent, Merger Sub or the Guarantor; plus (e) the obligations contemplated costs of collection and reasonable expenses (including attorneys’ fees) incurred by the immediately preceding clauses Guaranteed Party in connection with the Guaranteed Party’s enforcement of its rights under this Limited Guarantee (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed ObligationsObligation”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$5,000,000 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equity holders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties ) other than as expressly set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee herein or in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Equity Commitment Letter.

Limited Guarantee. As a condition and material inducement to the willingness of Acquiror to enter into this Agreement and the other Acquiror Ancillary Agreements, (a) To induce the Guaranteed Party Seller Guarantors hereby (jointly and severally) absolutely, unconditionally and irrevocably guarantee to enter into that certain Acquiror the payment and performance of all of the payment or other obligations of NewCo to Acquiror in this Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) each Seller Guarantor (on a several and not joint basis) absolutely, unconditionally and irrevocably guarantee to pay any amounts if Acquiror the payment and as required pursuant to Section 8.2(d) performance of all of the Merger Agreement and (c) payment or other obligations of such Seller of which such Seller Guarantor is a beneficiary to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Acquiror in this Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), collectively the “Obligations”), in each case, when and to the extent that any such obligations shall become due and payable or required to be performed; provided, however, that the obligations of the Seller Guarantors under this Section 13.19 shall be subject to the limitations set forth herein and shall succeed to all rights of NewCo hereunder. The Seller Guarantors agree that the guaranty set forth in this Section 13.19 is a present and continuing guaranty of payment and not of collectability, and that Acquiror shall not be required to prosecute collection, enforcement or other remedies against NewCo or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on NewCo for payment or performance. The Seller Guarantors agree that if, for any reason, NewCo or such Seller of which the Guarantor’s Guaranteed Percentage applicable Seller Guarantor is a beneficiary shall fail or be unable to pay or perform, punctually and fully, any of the Obligations, the “Guaranteed Obligations”); provided Seller Guarantor shall, with respect to NewCo, and such Seller Guarantor, with respect to the applicable Seller, pay or perform such Obligations to Acquiror in full immediately upon demand. The Seller Guarantors agree that the maximum aggregate liability obligations of the Guarantor hereunder Seller Guarantors pursuant to this Section 13.19 shall be primary obligations, shall not exceed be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Maximum AmountSeller Guarantors may have against Acquiror or any other Person, and the Guaranteed Party hereby agrees that (i) the Guarantor shall remain in no event be required to pay more than the Maximum Amount underfull force and effect without regard to, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may and shall not be enforced without giving effect to released, discharged or affected in any way by any circumstance or condition (whether or not the Maximum Amount, and (iii) the Guarantor Seller Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined belowknowledge thereof)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 6.8% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $768,150 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof June 23, 2010 (as amended, restated, supplemented or otherwise modified from time to timetime pursuant to the terms thereof, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, Merger Subsidiary and Parent (the “Buyer”), pursuant to which Merger Sub will merge with and into subject to the terms and conditions of which the Guaranteed Party with will become a wholly owned subsidiary of the Guaranteed Party surviving the merger Buyer (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below), set forth herein the due and punctual payment, performance payment as and discharge when due of the Guaranteed Percentage payment obligations of Parent’s obligation (a) Buyer with respect to pay the Guaranteed Party the Parent Buyer Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”), and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that notwithstanding anything to the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall contrary contained in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, in no event shall the Guarantor’s aggregate liability under this Limited Guarantee exceed $5.8 million, less the portion of the foregoing amounts, if any, indefeasibly paid to the Guaranteed Party by the Buyer, Merger Subsidiary or any other Person that is not rescinded or otherwise returned, (ii) the “Cap”), it being understood that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor shall not have be required to pay any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party Group (as defined below)) relating tounder, arising out of in respect of, or in connection with this Limited Guarantee, the Merger Voting Agreement, the Support AgreementRollover Commitment Letters, or any document or instrument delivered in connection with the Merger Agreement, Agreement or the transactions contemplated hereby and thereby other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money onlyexpressly set forth herein. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, unless except as otherwise agreed provided. If the Buyer fails to pay the Obligations when due, then all of the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of such Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Obligations from the Guarantor. In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap) regardless of whether any action is brought against the Buyer. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the parties hereto. Concurrently Guaranteed Party in connection with the delivery enforcement of its rights hereunder if the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined that the Guarantor is required to make such payment hereunder; provided that the amounts payable by the Guarantor pursuant to this Limited Guarantee, each of paragraph shall not be considered in determining the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to ’s aggregate liability under this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For for purposes of this Limited Guarantee, “the Cap.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timeMerger Agreement, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Company the due and punctual payment, performance and discharge payment by Parent to the Company of the Guaranteed Percentage of Parent’s obligation (ai) to pay the Guaranteed Party the Parent Termination Fee if on the terms and as required pursuant subject to the conditions set forth in Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) 9.03 of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a“Parent Termination Fee Obligations”), (bii) all of the liabilities and obligations of Parent or Sub under the Merger Agreement (including Section 7.09(d) and (cSection 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 (the “Other Obligations”), or (iii) all of the liabilities and obligations of Sycamore Partners Management, L.L.C. (the “NDA Party”) under the Confidentiality Agreement (the “NDA Obligations” and, together with the Parent Termination Fee Obligations and the Guarantor’s Guaranteed Percentage of the Other Obligations, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, the Company and the Guarantor agree that in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed the amount of the Parent Termination Fee plus the amount of any liability pursuant to Section 7.09(d) and Section 9.03(g) of the Merger Agreement and the amount of all attorneys’ fees payable by the NDA Party pursuant to the Confidentiality Agreement (the “Maximum AmountLiability Cap”), and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, Liability Cap under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not or otherwise have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement and the Support Agreement, transactions contemplated thereby or any document or instrument delivered in connection with other circumstance. The Guarantor shall, upon the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each written request of the parties set forth on Schedule A Company (each an a “Other GuarantorPerformance Demand”), promptly and in any event within twelve (12) is also entering into a limited guarantee Business Days, pay such Guaranteed Obligations in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “full.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof December 17, 2009 (as amended, restated, supplemented or otherwise modified from time to timetime pursuant to the terms thereof, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, 72 Mobile Acquisition Corp. and 72 Mobile Holdings, LLC (the “Buyer”), pursuant to which Merger Sub will merge with and into subject to the terms and conditions of which the Guaranteed Party with will become a wholly owned subsidiary of the Guaranteed Party surviving the merger Buyer (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein the due and punctual payment as a primary obligor and not merely as a suretywhen due of the payment obligations of Buyer with respect to (a) the Buyer Termination Fee, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) limitations of the Merger Agreement, (b) to pay any amounts if and as required payable by Buyer pursuant to Section 8.2(d8.3(e) of the Merger Agreement in respect of the Buyer Termination Fee, subject to the limitations of the Merger Agreement, (c) any amounts payable by Buyer pursuant to Section 5.4(d) of the Merger Agreement; (d) any amounts payable by Buyer pursuant to Section 6.13 of the Merger Agreement and (ce) to pay any amounts if and as required payable by Buyer pursuant to Section 6.11(d6.16 of the Merger Agreement ((a) through (e) collectively, the “Obligations”), provided that notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the Guarantor’s aggregate liability under this Limited Guarantee exceed $25,000,000.00, plus any amounts payable by Buyer pursuant to Section 8.3(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage in respect of the Buyer Termination Fee, plus any Reimbursement Obligations, less the “Guaranteed Obligations”); provided that the maximum aggregate liability portion of the Guarantor hereunder shall not exceed the Maximum Amountforegoing amounts, and if any, indefeasibly paid to the Guaranteed Party hereby agrees by the Buyer that is not rescinded or otherwise returned, the Transitory Subsidiary or any other Person (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under“Cap”), in respect of or in connection with this Limited Guarantee, (ii) it being understood that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) Cap. The Guaranteed Party hereby agrees that in no event shall the Guarantor shall not have be required to pay any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party Group (as defined below)) relating tounder, arising out of in respect of, or in connection with this Limited Guarantee, the Merger AgreementEquity Commitment Letter, the Support Agreement, Merger Agreement or any document or instrument delivered in connection with the Merger Agreement, transactions contemplated hereby and thereby other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money onlyexpressly set forth herein. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, unless except as otherwise agreed by provided. If the parties hereto. Concurrently with Buyer fails to pay the delivery of this Limited GuaranteeObligations when due, each then all of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee ’s liabilities to the Guaranteed Party hereunder in a form and substance substantially identical (other than for the definitions respect of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (eachsuch Obligations shall, an “Other Guarantee”) with at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Obligations from the Guarantor. For purposes In furtherance of this Limited Guaranteethe foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Cap) regardless of whether any action is brought against the Buyer. The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined that the Guarantor is required to make such payment hereunder. Amounts payable to the Guaranteed Party pursuant to the previous sentence shall be referred to herein as the “Reimbursement Obligations”.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 5.5% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $614,520 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof October 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”)) between the Guaranteed Party, by and among CBPO Holdings LimitedBCP (Singapore) VI Cayman Acquisition Co. Ltd., an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands (“Parent”), CBPO Group LimitedBCP (Singapore) VI Cayman Financing Co. Ltd., an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands (“Midco”), and a direct wholly-owned subsidiary BCP (Singapore) VI Cayman Merger Co. Ltd., an exempted company with limited liability incorporated under the laws of Parent 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, performance and discharge payment when due of the Guaranteed Percentage payment obligations of Parent’s obligation (a) Parent to pay the Guaranteed Party with respect to (i) the Parent Termination Fee if and as required Fee, pursuant to Section 8.2(b)(iii9.03(c) of the Merger Agreement; (ii) all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation with respect to financing, pursuant to Section 7.16(e) of the Merger Agreement; (iii) reasonably documented costs and expenses in connection with any Action, pursuant to Section 9.03(e) of the Merger Agreement; and (iv) reasonably documented out-of-pocket fees and expenses incurred by the Company and its Affiliates in connection with the Transaction (as defined under the Merger Agreement), pursuant to Section 9.03(f) of the Merger Agreement, in each case, as and when due (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)collectively, the “Obligations”, and ). In no event shall the Guarantor’s Guaranteed Percentage of aggregate liability under this Guarantee exceed an amount equal to the Obligations, Obligations (the “Guaranteed ObligationsCap”); provided . The Guarantor and the Guaranteed Party agree that the maximum aggregate liability of this Guarantee may not be enforced against the Guarantor hereunder shall not exceed without giving effect to the Maximum Amount, and the Cap. The Guaranteed Party hereby agrees that (i) the Guarantor shall in no event shall the Guarantor be required to pay more than to the Maximum Amount Guaranteed Party under, in respect of of, or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, Agreement or otherwise any document or instrument delivered in connection with the Merger Agreement, amounts other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money onlyexpressly set forth herein. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, unless except as otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “provided herein.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedthe Guaranteed Party, an exempted company incorporated with Star Parent, L.P., a Delaware limited liability under the Laws of the Cayman Islands partnership (“Parent”)) and Star Merger Sub, CBPO Group LimitedInc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation and a direct wholly-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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual paymentobservance, performance and discharge of 46.31% (the “Pro Rata Share”) of the payment obligations of Parent to pay to the Guaranteed Percentage of Parent’s obligation Party: (a) to pay the Guaranteed Party the Parent Termination Fee when and only if and as required the Parent Termination Fee becomes payable pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d8.5(c) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a“Parent Fee Obligations”), (b) the amounts described in the second sentence of Section 8.5(e)(i) of the Merger Agreement when and only if such amounts become payable pursuant to Section 8.5(e)(i) of the Merger Agreement (the “Enforcement Costs”) and (c) Parent Reimbursement Obligations described in sections 6.11(i), 6.15(f) and 6.16(b) of the Merger Agreement when and only if such obligations become payable pursuant to such sections of the Merger Agreement (the “Expense Obligations” and, together with the Parent Fee Obligations and the Enforcement Costs, collectively, the “Obligations”); provided, and however, that in no event shall the Guarantor’s Guaranteed Percentage liability for (x) the Parent Fee Obligations and the Expense Obligations, in the aggregate, exceed the Guarantor’s Pro Rata Share of the ObligationsParent Termination Fee and (y) the Enforcement Costs, which are payable by Parent pursuant to Section 8.5(e)(i) of the Merger Agreement, in the aggregate, exceed $2,315,669.59 (such limitation on the liability that the Guarantor may have for the applicable Obligations as described in clause (x) or clause (y), as applicable, being herein referred to as, the “Guaranteed Cap” for such relevant Obligations”); provided . The parties agree that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, Cap and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, Cap (and giving effect to the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined belowprovisions of Section 8 and Section 9 hereof). This Limited Guarantee may be enforced for the payment of money onlyonly in satisfaction of the Obligations by the Guarantor up to the Cap. The Guaranteed Party hereby agrees that (i) in no event shall the Guarantor be required to pay any amount to the Guaranteed Party or any other Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein and (ii) in no event shall this Limited Guarantee be enforced by the Guaranteed Party unless each Other Equity Investor Limited Guarantee (as defined in the Guarantor’s Equity Commitment Letter) is being concurrently enforced by the Guaranteed Party. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. If Parent fails to discharge all or any portion of the Obligations when due, unless otherwise agreed by then to the parties hereto. Concurrently with extent expressly permitted in the delivery of Merger Agreement and this Limited Guarantee, each of the parties set forth Guarantor shall, on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes ’s demand, forthwith pay to the Guaranteed Party the Obligations (subject to the terms and conditions of this the Limited Guarantee, “including the Cap), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, so long as the Guarantor has failed to perform the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to the Cap.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“Parent”), CBPO Group China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 27.1739% of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii9.2(b)(iii) of the Merger Agreement, Agreement and (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.2(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $5,815,217.39 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantor has agreed to make a certain equity contribution to Parent (the Merger Agreement, “Equity Commitment Letter”) other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guaranties substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees guarantee to the Guaranteed PartyCompany the due and punctual payment by Parent and Merger Sub of, as a primary obligor and not merely as a suretyto cause Parent and Merger Sub to punctually pay and perform, subject when due pursuant to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge condition of the Guaranteed Percentage Merger Agreement of Parent’s obligation (a1) to pay the Guaranteed Party the Parent Termination Fee if and as Fee, when required to be paid by Parent pursuant to Section 8.2(b)(iii9.02(c) of the Merger Agreement, (bsubject to the provisions of Section 9.02(c) to pay any amounts if and as required pursuant to Section 8.2(d) the other terms and conditions of the Merger Agreement Agreement, and (2) any reimbursement obligations of Parent pursuant to Sections 7.11(a) and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that provided, however, that, notwithstanding anything to the maximum contrary set forth in this Limited Guarantee (except the immediately succeeding proviso), the Merger Agreement, or any other agreement contemplated hereby or thereby, in no event shall the aggregate liability of the Guarantor hereunder Guarantors pursuant to this Limited Guarantee exceed $50,000,000 (such amount, plus the aggregate amount to which the Company shall not exceed be entitled pursuant to Section 10 of this Limited Guarantee being, the “Maximum Liability Cap”), it being understood that in no event shall this Limited Guarantee be enforced without giving effect to the Maximum Amount, and the Guaranteed Party Liability Cap. The Company hereby agrees that (i) the Guarantor Guarantors shall in no event be required to pay more than an aggregate amount in excess of the Maximum Amount under, Liability Cap under or in respect of this Limited Guarantee (or in connection with this Limited Guaranteethe case of each Guarantor, its Pro Rata Amount of the Maximum Liability Cap), and (ii) this Limited Guarantee may not be enforced without giving effect to neither the Maximum Amount, and Guarantors nor any Guarantor Affiliate (iiias hereinafter defined) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) person relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties expressly set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “herein.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, but only up the Guarantor absolutely and irrevocably guarantees to the Maximum Amount (as defined below), Guaranteed Party the due and punctual payment, performance and discharge of any payment obligations of Parent of 10.79% (such percentage, the Guaranteed Percentage Guarantor’s “Contribution Percentage”) of Parent’s obligation the aggregate amount of: (a) to pay the Guaranteed Party the Parent Termination Fee if and as required when due and payable pursuant to Section 8.2(b)(iii6.06(c) of the Merger Agreement, ; (b) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to the last two sentences of Section 8.2(d6.15(c) of the Merger Agreement Agreement; and (c) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to Section 6.11(d6.06(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and through (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that . Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and in respect of the Guaranteed Obligations exceed $5,459,740. The Guaranteed Party hereby acknowledges and agrees that (i) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,459,740 (such limitation on the Maximum Amount under, aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in respect of or in connection with this Limited Guarantee, (ii) this Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its obligations under this Limited Guarantee; and (iiiii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), as well as any defenses in respect of any fraud of the Company or its Affiliates. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not have any obligation restrict, impair or liability to any Person (includingotherwise limit the injunctive, without limitation, specific performance and other equitable relief remedies available to the Guaranteed Party Group pursuant to Section 9.10 of the Merger Agreement (as defined belowthe “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guaranteed Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below). This expressly set forth in this Limited Guarantee may be enforced for the payment of money onlyGuarantee. All payments hereunder under this Limited Guarantee shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 3.4% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $384,075 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timeMerger Agreement, the “Merger Agreement”)Guarantor hereby expressly, by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, (as a primary obligor and not merely as a surety, subject ) to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Company the due and punctual payment, performance and discharge when required by Parent to the Company of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Reverse Termination Fee if and as required when payable pursuant to Section 8.2(b)(iii9.5(c)(ii) of the Merger Agreement (the “Parent Termination Fee Obligations”), (b) the Company Recovery Costs if and when payable pursuant to Section 9.5(d) of the Merger Agreement, (bc) to pay any amounts if all of the liabilities and as required pursuant to obligations of Parent or Merger Sub under Section 8.2(d7.12(a)(iv) of the Merger Agreement and (c) when required to pay any amounts if and as required be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, and subject to the conditions set forth in Section 6.11(d9.5(d) of the Merger Agreement (the obligations contemplated “Other Obligations”) and (d) all of the liability or damages resulting from any actual fraud or Willful and Material Breach of Parent or Merger Sub required to be paid by Parent or Merger Sub pursuant to the immediately preceding clauses Merger Agreement (a)the “Willful Breach Obligations” and, together with the Parent Termination Fee Obligations, the Company Recovery Costs referred to in clause (b) and (c), the “Obligations”, immediately above and the Guarantor’s Guaranteed Percentage of the Other Obligations, the “Guaranteed Obligations”); provided provided, that in no event shall the maximum aggregate liability of the Guarantor hereunder in respect of the Guaranteed Obligations other than any Willful Breach Obligations (which Willful Breach Obligations shall not be uncapped) exceed $57,000,000 (the Maximum Amount“Parent Cap”), and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, Parent Cap in respect of the Guaranteed Obligations other than any Willful Breach Obligations (which Willful Breach Obligations shall be uncapped) under or in connection with respect of this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not or otherwise have any obligation or further liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) hereunder relating to, or arising out of or in connection with the Merger Agreement and the transactions contemplated thereby except in respect of any Willful Breach Obligations. If Parent fails or refuses to discharge the Guaranteed Obligations when due, then the Guarantor’s liabilities to the Company hereunder in respect of the Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option and in its sole discretion, and so long as Parent has failed or refuses to perform any of the Guaranteed Obligations, take any and all actions available hereunder and under applicable Law to collect the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations. The Company may, in its sole discretion, bring and prosecute a separate proceeding against the Guarantor for the full amount of the Guaranteed Obligations, regardless of whether the proceeding is brought against Parent, or whether Parent is joined in any such proceeding. The Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly pay such Guaranteed Obligations in full (but no later than when they are required to be paid pursuant to the Merger Agreement). The Guarantor acknowledges and agrees that (a) X. Xxxxx Financial, Inc., in its capacity as a party to an Equity Commitment Letter with Freedom VCM Holdings, LLC, a Delaware limited liability company (“Topco”), and Parent and separate and apart from its rights and obligations as Guarantor under this Limited Guaranteeletter agreement (“X. Xxxxx”), is delivering an Equity Commitment Letter to Topco and to Parent and that the Company is relying on the obligations and commitments of X. Xxxxx under its Equity Commitment Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the Support Agreementprovisions set forth in Section 9.5 of the Merger Agreement and this Limited Guarantee (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 X. Xxxxx'x 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’s right to specific enforcement, (A) to cause Parent and Merger Sub to cause, or any document to directly cause, X. Xxxxx, to fund, directly or instrument delivered indirectly, the Commitment under the Equity Commitment Letter (subject to the terms and conditions therein and in connection with the Merger Agreement) or (B) to cause Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement (subject to the terms and conditions therein and in the Merger Agreement) and (c) the right of specific performance under the Equity Commitment Letter and Section 10.7 of the Merger Agreement is 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, nothing in this Guarantee shall limit or otherwise affect the Company’s right to specific performance as provided in Section 10.7 of the Merger Agreement, other than except as provided in the Retained Claims following sentence. Notwithstanding anything in the Merger Agreement or this Guarantee to the contrary, (as defined below). This Limited Guarantee A) while the Company may be enforced for the pursue both a grant of specific performance and payment of money onlythe Parent Termination Fee, under no circumstances shall the Company be entitled to receive both a grant of specific performance which results in the consummation of the Merger, on the one hand, and be awarded any monetary damages (including the Parent Termination Fee), on the other hand, and (B) in the event that the Company is entitled pursuant to this Agreement to both payment of any monetary damages (including monetary damages in respect of any actual fraud or Willful and Material Breach of the Guarantor, Parent, or Merger Sub) and payment of the Parent Termination Fee, the Parent Termination Fee to the extent paid shall reduce the damages to which the Company is entitled (if any) on a dollar for dollar basis. All payments hereunder shall be made in United States dollars in cash by wire transfer of immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereofset forth herein, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 100% of Parent’s obligation (ai) to pay to the Guaranteed Party the Parent Termination Fee if and as when required pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, plus (bii) to pay any amounts if and as required the reimbursement obligations pursuant to Section 8.2(d7.7(b) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.3(c) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed ObligationsObligation”), plus (iii) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Company in connection with the enforcement of its rights under Section 10.11 (Specific Performance) of the Merger Agreement that results in a judgement against Parent, Merger Sub, the Rollover Stockholders or the Guarantor; provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount under, in respect of or in connection with Guarantor’s aggregate liability under this Limited GuaranteeGuarantee exceed US$2,100,000 (the “Maximum Amount”), (ii) it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum Amount (and to the provisions of Section 8 and Section 9). The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any Person under, in respect of, or in connection with, this Limited Guarantee, an amount in excess of the Maximum Amount, and (iii) that the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger AgreementEquity Commitment Letter, the Support Agreement, Agreement or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below)expressly set forth herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars in immediately available fundsStates, unless or other currencies if otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “immediately available funds.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 10.2% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $1,152,225 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject Subject at all times to the terms and conditions hereofset forth in this Limited Guarantee, but only up the Guarantor absolutely and irrevocably guarantees to the Maximum Amount (as defined below), Guaranteed Party the due and punctual payment, performance and discharge of any payment obligations of Parent of 10% (such percentage, the Guaranteed Percentage Guarantor’s “Contribution Percentage”) of Parent’s obligation the aggregate amount of: (a) to pay the Guaranteed Party the Parent Termination Fee if and as required when due and payable pursuant to Section 8.2(b)(iii6.06(c) of the Merger Agreement, ; (b) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to the last two sentences of Section 8.2(d6.15(c) of the Merger Agreement Agreement; and (c) to pay any amounts the payment obligations of Parent if and as required when due and payable pursuant to Section 6.11(d6.06(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and through (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that . Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and in respect of the Guaranteed Obligations exceed $5,060,935.5. The Guaranteed Party hereby acknowledges and agrees that (i) the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,935.5 (such limitation on the Maximum Amount under, aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in respect of or in connection with this Limited Guarantee, (ii) this Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (iiiii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), including any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its Subsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not have any obligation restrict, impair or liability to any Person (includingotherwise limit the injunctive, without limitation, specific performance and other equitable relief remedies available to the Guaranteed Party Group pursuant to Section 9.10 of the Merger Agreement (as defined belowthe “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) relating tobe permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, arising out to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Agreement other than the Retained Claims (as defined below). This expressly set forth in this Limited Guarantee may be enforced for the payment of money onlyGuarantee. All payments hereunder under this Limited Guarantee shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the each Guarantor, intending to be legally bound, hereby absolutely, irrevocably unconditionally and unconditionally irrevocably, severally but not jointly, guarantees to the Guaranteed Party, as a the primary obligor and not merely as a surety, on the terms and subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)herein, the due and punctual payment, performance and discharge of its respective percentage as set forth opposite to its name in Annex A (for each such Guarantor, the “Guaranteed Percentage Percentage”) of Parent’s obligation (a) the obligations of Parent or Merger Sub, to pay the Guaranteed Party (a) the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d8.06(b) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), “Parent Fee Obligations”) and (b) the costs, expenses and interests payable pursuant to Section 6.14(c) and Section 8.06(c) of the Merger Agreement (c), the “Expense Obligations”, ,” and together with the Guarantor’s Guaranteed Percentage of the Parent Fee Obligations, the “Guaranteed Obligations”) as and when due (with respect to each Guarantor, its Guaranteed Percentage of the Guaranteed Obligations, the “Guarantor Obligations”); , provided that the maximum aggregate in no event shall a Guarantor’s liability under this Limited Guarantee exceed an amount equal to its Guaranteed Percentage of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount underParent Fee Obligations, in respect of or in connection with this Limited Guarantee, plus (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum AmountExpense Obligations, and minus (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to portion of the Guaranteed Party Group (as defined below)) relating to, arising out of Obligations actually paid by Parent or Merger Sub in connection accordance with this Limited Guarantee, the terms hereof and under the Merger Agreement, Agreement (such limitation set forth in the Support Agreement, or any document or instrument delivered in connection foregoing clauses (i) and (ii) on the liability of a Guarantor with respect to its Guarantor Obligations being hereinafter referred as the Merger Agreement, other than the Retained Claims (as defined below“Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars dollars, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, unless otherwise agreed offset, defense, claim or counterclaim of any kind. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the parties hereto. Concurrently with the delivery of Merger Agreement in reliance on this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain an Agreement and Plan of Merger, dated as of the date hereof February 23, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings LimitedXxxxxxxx Colony Partners LLC, an exempted company incorporated with a Nevada limited liability under the Laws of the Cayman Islands company in which each Guarantor proposes to invest (“Parent”), CBPO Group LimitedFCP Acquisition Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Nevada corporation and a direct wholly-wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with each Guarantor hereby, jointly and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”)severally, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual paymentobservance, performance and discharge of (i) the Guaranteed Percentage payment obligations of Parent’s obligation (aParent and Merger Sub under Section 9.2(d) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.2(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b“Reverse/Regulatory Termination Fee Obligations”) and (cii) the indemnification and expense reimbursement obligations of Parent under Sections 7.2(a), 7.9(a) and 7.10(b) of the Merger Agreement (the “Indemnification/Reimbursement Obligations”, ” and together with the Guarantor’s Guaranteed Percentage of the Reverse/Regulatory Termination Fee Obligations, the “Guaranteed Obligations”); provided that the aggregate maximum aggregate liability of amount payable by the Guarantor hereunder shall not exceed the Maximum AmountGuarantors hereunder, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of including all amounts paid by Parent or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, Merger Sub to the Guaranteed Party Group (pursuant to Sections 7.2(a), 7.9(a), 7.10(b), 9.2(d) or 9.2(e), as defined below)) relating tothe case may be, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the Agreement and costs of payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each and expense reimbursement obligations of the parties set forth on Schedule A Guarantors under Section 10 hereof, shall not exceed One Hundred Seventy-Five Million Dollars (each an “Other Guarantor”$175,000,000) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to ). A payment demand under this Limited Guarantee (each, an “Other Guarantee”) shall be in writing and shall specify in reasonable detail why a payment is due with a specific statement that the Guaranteed Party. For purposes of Party is calling upon the Guarantors to pay under this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timetime in accordance with its terms, the “Merger Agreement”), by and among CBPO Holdings the Guaranteed Party, Skipper Limited, an a Cayman Islands exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”)) and Skipper Acquisition Corporation, CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation and a direct wholly-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 (the “Merger”)Party, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 9.904% (the Guaranteed Percentage “Percentage”) of Parent’s obligation (a) to pay all of the Guaranteed Party the payment obligations of Parent Termination Fee if and as required and/or Merger Sub pursuant to Section 8.2(b)(iiiSections 7.17(c), 9.03(c), 9.03(d) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.03(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)collectively, the “Obligations”); provided that, and notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the Guarantor’s Guaranteed Percentage aggregate liability under this Limited Guarantee exceed 9.904% of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and Obligations less any amount actually paid by Parent and/or Merger Sub to the Guaranteed Party hereby agrees in respect of the Obligations multiplied by the Percentage (the “Maximum Amount”). The Guaranteed Party acknowledges that (i) in the event that Parent and/or Merger Sub has any unsatisfied Obligations, payment of the Guarantor’s Percentage of such unsatisfied Obligations by the Guarantor (or by any other Person, including Parent and/or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in no event be required full of the Guarantor’s obligation with respect thereto. The Guarantor shall not have any obligations or liability to pay more than the Maximum Amount underany Person relating to, in respect arising out of or in connection with this Limited GuaranteeGuarantee other than as expressly set forth herein, (ii) and the parties hereto hereby acknowledge and agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, Amount and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties heretoSections 1.08 and 1.09. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule Annex A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees or similar agreements with the Guaranteed Party substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee. Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (eachas defined below). All payments hereunder shall be made in lawful money of the U.S., an “Other 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 Guarantee”) with . The Guarantor acknowledges that the Guaranteed Party. For purposes Party is entering into the Transactions in reliance upon the execution of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timetime in accordance with its terms, the “Merger Agreement”), by and among CBPO Holdings the Guaranteed Party, Skipper Limited, an a Cayman Islands exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”)) and Skipper Acquisition Corporation, CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation and a direct wholly-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 (the “Merger”)Party, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 13.205% (the Guaranteed Percentage “Percentage”) of Parent’s obligation (a) to pay all of the Guaranteed Party the payment obligations of Parent Termination Fee if and as required and/or Merger Sub pursuant to Section 8.2(b)(iiiSections 7.17(c), 9.03(c), 9.03(d) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.03(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)collectively, the “Obligations”); provided that, and notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the Guarantor’s Guaranteed Percentage aggregate liability under this Limited Guarantee exceed 13.205% of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and Obligations less any amount actually paid by Parent and/or Merger Sub to the Guaranteed Party hereby agrees in respect of the Obligations multiplied by the Percentage (the “Maximum Amount”). The Guaranteed Party acknowledges that (i) in the event that Parent and/or Merger Sub has any unsatisfied Obligations, payment of the Guarantor’s Percentage of such unsatisfied Obligations by the Guarantor (or by any other Person, including Parent and/or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in no event be required full of the Guarantor’s obligation with respect thereto. The Guarantor shall not have any obligations or liability to pay more than the Maximum Amount underany Person relating to, in respect arising out of or in connection with this Limited GuaranteeGuarantee other than as expressly set forth herein, (ii) and the parties hereto hereby acknowledge and agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, Amount and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties heretoSections 1.08 and 1.09. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule Annex A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees or similar agreements with the Guaranteed Party substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee. Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (eachas defined below). All payments hereunder shall be made in lawful money of the U.S., an “Other 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 Guarantee”) with . The Guarantor acknowledges that the Guaranteed Party. For purposes Party is entering into the Transactions in reliance upon the execution of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, Permal Guarantor hereby absolutely, irrevocably and unconditionally guarantees to (i) any liabilities for any intentional breach of this Agreement by the Permal Contributor which survives the termination of this Agreement in accordance with Section 9.2 and (ii) the payment obligations of the Permal Contributor set forth in Section 2.1(b) and Section 2.3(b) (clauses (i) and (ii) together, the “Permal Guaranteed PartyObligations”) as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise, and without setoff, counterclaim or defense. Permal Guarantor is liable for the Permal Guaranteed Obligations as a primary obligor and obligor. If all or any part of the Permal Guaranteed Obligations shall not merely as a suretybe punctually paid when due, subject Permal Guarantor shall, without presentment, protest, notice of protest, notice of non-payment or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Permal Guaranteed Obligations. With respect to the terms Permal Guaranteed Obligations, Permal Guarantor hereby waives (A) promptness and conditions hereofdiligence, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge B) notice of the incurrence of any Permal Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger AgreementObligation, (bC) to pay notice of any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated actions taken by the immediately preceding clauses (a)EnTrust Contributor or any other Person under any agreement or instrument relating thereto, (bD) all other notices, demands and (c), the “Obligations”protests, and the Guarantor’s Guaranteed Percentage all other formalities of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered every kind in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each enforcement of the parties Permal Guaranteed Obligations or of the obligations of Permal Guarantor set forth on Schedule A in this Section 2.5(a), the omission of or delay in which, but for this waiver, might constitute grounds for relieving Permal Guarantor of its obligations under this Section 2.5(a) and (each an “Other E) any requirement that the EnTrust Contributor or any other Person exhaust any right or take any action against any other Person or any collateral. Permal Guarantor”’s guaranty set forth in this Section 2.5(a) is also entering into a limited guarantee continuing guaranty and shall remain in full force and effect and will be discharged only if and when the Permal Guaranteed Obligations have been paid in full (including making any payment which has been rescinded as a form and substance substantially identical (other than for the definitions result of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “insolvency or similar proceeding).

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain an Agreement and Plan of Merger, dated as of the date hereof January 11, 2009, (as amended, restated, supplemented or otherwise modified it may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among CBPO Holdings LimitedMagic Lamp Corp., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent Jasmine Merger Corp Ltd (“Merger Sub”), a Israeli company and wholly-owned subsidiary of Parent and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party Party, with the Guaranteed Party surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”), the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, performance and discharge payment of 42.238% of the Guaranteed Percentage payment obligations of Parent and Merger Sub arising under the Merger Agreement, including, without limitation, Parent’s obligation (a) or Merger Sub’s payment obligations with respect to pay the Guaranteed Party the Parent Termination Fee if Fee, if, and to the extent Parent is required to satisfy any payment obligations arising under the Merger Agreement (such payment obligations of Parent or Merger Sub arising under the Merger Agreement are referred to as required pursuant the “Obligations”) (but, for the avoidance of doubt, the Obligations shall exclude any payment obligations with respect to Section 8.2(b)(iiiSections 7.17 and 9.5(c)(i)(B) of the Merger Agreement; provided, that in no event shall the Guarantor’s liability under this Limited Guarantee exceed the sum of (bx) to pay $4,223,800 plus (y) 42.238% of any amounts if and as required amount payable pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement 14 (the obligations contemplated by the immediately preceding clauses (a“Cap”), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided it being understood that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap and is expressly limited thereto. Upon receipt of a claim for payment of the Obligations prior to the Termination Date, which such claim shall set forth in reasonable detail the basis for such claim, all sums payable by the Guarantor hereunder shall be paid in immediately available funds. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to 42.238% of the Obligations (subject to the Cap), and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to that the Guaranteed Party Group may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for 42.238% of the Obligations (subject to the Cap), regardless of whether action is brought against Parent, Merger Sub or any other guarantor pursuant to an Other Guarantee (as defined below)) relating toor whether Parent, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, Sub or any document Other Guarantor is joined in any such action or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties heretoactions. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedby and among Denali Holding Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation (“Parent”), CBPO Group LimitedDenali Intermediate Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub”, and together with Parent and Intermediate, the “Parent Parties”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due due, complete and punctual payment, observance, performance and discharge of the Guaranteed Applicable Percentage of Parent’s obligation the payment obligations of Parent with respect to (ai) to pay the Guaranteed Party the Parent Termination Fee Fee, if and as required when due pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a“Termination Fee Obligation”), (bii) the Cash Shortfall Fee, if and when due pursuant to the Merger Agreement (the “Cash Shortfall Fee Obligation”) and (c)iii) the Other Guaranteed Amounts, if and when due pursuant to the Merger Agreement (the “Other Guaranteed Obligation” and, together with the Termination Fee Obligation and the Cash Shortfall Fee Obligation, the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that in no event shall (x) the Guarantor’s maximum aggregate liability of under this Limited Guarantee exceed $569,005,453.28 (the Guarantor hereunder shall not exceed the Maximum Amount, “Cap”) and the Guaranteed Party hereby agrees that (iy) the Guarantor shall in no event be required obligated to pay more than both (A) the Maximum Amount under, in respect Termination Fee Obligation and (B) the Cash Shortfall Fee Obligation. For purposes of or in connection with this Limited Guarantee, (ii) the “Applicable Percentage” with respect to the Cash Shortfall Fee Obligation shall be 50% and with respect to the other Obligations shall be 75.87%. The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap and that the Guaranteed Party will not seek to enforce this Limited Guarantee for an amount in excess of the Cap. The Guaranteed Party may, in its sole discretion, bring and (iii) prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the applicable Cap and, in the case of any Obligation, only up to the Applicable Percentage of such Obligation), regardless of whether action is brought against any of the Parent Parties or against any other guarantor (each such other guarantor, an “Other Guarantor”) pursuant to a limited guarantee dated as of the date hereof to be entered between the Guaranteed Party and such Other Guarantor (each, an “Other Limited Guarantee”), or whether any of the Parent Parties or any Other Guarantor is joined in any such action or actions. The Guaranteed Party hereby agrees that in no event shall not have the Guarantor be required to pay any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party Group (as defined below)) relating toor any other Person under, arising out of in respect of, or in connection with this Limited Guarantee, Guarantee or the Merger Agreement other than as expressly set forth herein and other than the Guarantor’s obligations under the MD Investors Commitment Letter; provided that the foregoing is not intended to diminish or otherwise limit in any way the Guaranteed Party’s rights under Section 8.5 of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, unless except as otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “provided.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement the Purchase Agreement, each Guarantor hereby guarantees, severally and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”)not jointly, and the Guaranteed Partynot jointly and severally, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the conditions set forth herein, payment of a portion (in accordance with the amount set forth opposite such Guarantor’s name on Exhibit A hereto) of (i) the payment obligations of Purchaser A under the Purchase Agreement, solely to the extent exist and payable following the valid termination of the Purchase Agreement, in each case, on the terms and conditions hereof, but only up subject to the Maximum Amount (as defined below), conditions set forth in the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Purchase Agreement (the obligations contemplated by the immediately preceding clauses (a), (bxxxxxxxxx Section 8.2(b) thereof) and herein (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationssuch amounts collectively, the “Guaranteed Obligations”), in an amount equal to 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”); provided that (a) the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount, (b) the maximum aggregate liability of the Guarantor all Guarantors hereunder shall not exceed [●]2 New Israeli Shekels (NIS [●]) (the “Maximum Aggregate Amount”). It being understood and agreed that this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount, and the . The Guaranteed Party hereby agrees that the Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (i) the and that each Guarantor shall in no event be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Limited Guarantee or the Maximum Amount Purchase Agreement, and no Guarantor shall have any obligation or liability to any Person under, in respect of or in connection with this Limited Guarantee, (ii) Guarantee or the Purchase Agreement other than under this Limited Guarantee may not be enforced without giving effect to as specifically and expressly set forth herein. The guarantee by the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to Guarantors of the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with Obligations under this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made Notwithstanding anything to the contrary contained in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each in the Purchase Agreement or otherwise, the Guaranteed Party hereby agrees that to the extent Purchaser is relieved of all or any portion of its payment obligations under the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (Purchase Agreement by satisfaction thereof or pursuant to any other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) agreement with the Guaranteed Party. For purposes , each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, each Guarantor hereby absolutely, irrevocably and unconditionally severally guarantees to the Guaranteed Party, (as a primary obligor and not merely as a surety, subject ) to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Company the due and punctual payment, performance and discharge payment by Parent to the Company of the Guaranteed Percentage its Pro Rata Share of Parent’s obligation (ai) to pay the Guaranteed Party the Parent Termination Fee if on the terms and as required pursuant subject to the conditions set forth in Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.3(c) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b“Parent Termination Fee Obligations”) and (cii) all of the liabilities and obligations of Parent or Merger Sub under the Merger Agreement (including any reimbursement or indemnification obligations pursuant to Section 5.14(c), Section 5.14(d) and Section 7.3(k) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (the “Other Obligations”” and, and together with the Guarantor’s Guaranteed Percentage of the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided . The Company and the Guarantors agree that in no event shall (a) the maximum individual liability of any Guarantor hereunder exceed such Guarantor’s Pro Rata Share of the Guaranteed Obligations, (b) the aggregate liability of the Guarantor Guarantors hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited GuaranteeParent Liability Limitation, (iic) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the any Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance, except as explicitly set forth herein and in the Equity Commitment Letter, or (d) any Guarantor be liable to the Company or any other Person pursuant to this Limited GuaranteeGuaranty for consequential, punitive, exemplary, multiple, special or similar damages, or for lost profits. “Pro Rata Share” of each of VEP III and VEP IV for the Guaranteed Obligations hereunder shall mean 18.2% and 81.8%, respectively. Each Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly and in any event within ten (10) business days (as such term is defined in the Merger Agreement), the Support Agreement, or any document or instrument delivered pay its Pro Rata Share of such Guaranteed Obligations in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “full.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedthe Guaranteed Party, CBMG Holdings, an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands (“Parent”)) and CBMG Merger Sub Inc., CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware 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 (the “Merger”)Parent, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual paymentobservance, performance performance, discharge and discharge payment of 50.00% (the “Guaranteed Percentage”) of the Guaranteed Percentage obligations of Parent’s obligation (a) Parent to pay the Guaranteed Party each of (i) the Parent Termination Fee to the Company when and only if and as required the Parent Termination Fee becomes payable pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d9.5(c) of the Merger Agreement and (cii) to pay any related amounts if and as required pursuant to Section 6.11(d9.5(d) of the Merger Agreement Agreement, if, when and as due (the obligations contemplated by the immediately preceding clauses amounts in this clause (a), (bi) and (c)ii) being subject in all circumstances to a maximum aggregate amount of $25,000,000) (the aggregate payment obligations of Parent described in clauses (i) and (ii) collectively, the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided provided, however, that in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed $12,500,000.00 less the Guaranteed Percentage of the Guarantor hereunder shall not exceed the Maximum Amount, and any amount actually paid by or on behalf of Parent to the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, the Obligations (ii) the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap and to the provisions of Section 8 and Section 9 hereof, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. 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 under, in respect of, or in connection with this Limited Guarantee, the Other Guarantees (as defined below), the Equity Commitment Letters, the Merger Agreement or the transactions contemplated hereby and thereby other than as expressly set forth herein or therein. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, unless except as otherwise agreed by the parties heretoprovided herein. Concurrently with with, or prior to, the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each each, an “Other Guarantor”) is are also entering entering, or have also entered, into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, as may be amended from time to time, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedthe Guaranteed Party, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Quantum Bloom Group Ltd (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands ) and a direct wholly-owned subsidiary of Parent Quantum Bloom Company Ltd (“Merger Sub”), and the Guaranteed Party, pursuant to which which, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Party the due and punctual payment, observance, performance and discharge of 14.71% (the “Guaranteed Percentage Percentage”) of Parent’s obligation the payment obligations of Parent with respect to (ai) to pay the Guaranteed Party the Parent Termination Fee owed by Parent to the Company, if and as required when due, pursuant to Section 8.2(b)(iii8.06(b) of the Merger Agreement, (bii) the Expenses owed by Parent to pay any amounts the Company, if and as required when due, pursuant to Section 8.2(d8.06(c) of the Merger Agreement Agreement, (iii) costs and (c) expenses in connection with the collection of the Parent Termination Fee or any Expenses owed by Parent to pay the Company or any amounts required to be paid, if and as required when due, pursuant to Section 6.11(d8.06(f) of the Merger Agreement, (iv) the payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations contemplated by the immediately preceding of Parent described in clauses (ai) through (iv), (b) and (c)collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided, and that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed the Maximum Amount, and amount of $38,058,823.53 less 14.71% of any amount actually paid by or on behalf of Parent to the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, the Obligations (ii) the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amountproviso to the immediately preceding sentence, including the Cap, and (iii) to the Guarantor shall not have any obligation or liability to any Person (includingprovisions of Section 8 and Section 9 hereof, without limitation, to and that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to limitations described herein, regardless of whether an action is brought against any other person (including Parent, Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below) or the Merger Agreement or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Parent has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Parent or Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Holdings Capitalhold Limited, an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands (“Parent”), CBPO Group Capitalcorp Limited, an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject surety to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)Company, the due and punctual payment, observance, performance and discharge of 25.1% (the “Guaranteed Percentage Percentage”) of Parent’s obligation all of the obligations, covenants and agreements of Parent and Merger Sub under the Merger Agreement strictly in accordance with the terms thereof (a) to pay as such obligations, covenants and agreements may be modified, amended, waived or terminated in accordance with the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) terms of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount under, in respect of or in connection with Guarantor’s aggregate liabilities under this Limited GuaranteeGuarantee exceed US$117,271,481.00 (the “Cap”), (ii) it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum AmountCap (and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party acknowledges that in the event that Parent has satisfied a portion but not all of the Guaranteed Obligations, and (iii) payment of the Guaranteed Percentage of the unsatisfied Guaranteed Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall not have any constitute satisfaction in full of the Guarantor’s obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guaranties substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guarantee, “.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“ParentHoldCo”), CBPO Group Unicorn II Parent Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands and a direct wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability 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 with the Guaranteed Party surviving the merger (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 34.39% (the “Guaranteed Percentage Percentage”) of ParentHoldCo’s obligation (ai) to pay the Guaranteed Party the Parent HoldCo Termination Fee if and as required when due pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, (bii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iii) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.5(g) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (ai), (bii) and (c)iii) collectively, without regard to the “Obligations”, and the Guarantor’s Guaranteed Percentage of the ObligationsPercentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$22,102,166 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the “Maximum Amount”), (y) the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantors have agreed to make a certain equity contribution to HoldCo (the Merger Agreement“Equity Commitment Letter”), other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of Aspex Master Fund, Yunqi China Special Investment A, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Gxxxxxx Sxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Proprium Real Estate Special Situations Fund, LP, Yx Xxxx Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and Newquest Asia Fund IV (Singapore) Pte. Ltd. (collectively, the parties set forth on Schedule A (each “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce As an inducement to, and consideration for the Guaranteed Party to enter entering into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by each Guarantor hereby guarantees, severally and among CBPO Holdings Limitednot jointly, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, payment and performance and discharge of the Guaranteed Percentage each of (but never more than any one of) a portion of Parent’s obligation (a) to pay following the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) valid termination of the Merger Agreement and (c) to pay any amounts if to the Guaranteed Party (x) (i) the Parent Termination Fee, if, when, and as required due, pursuant to Section 6.11(d7.6(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a“Reverse Termination Fee”), (bii) the amounts, if, when, and as due, pursuant to Section 7.6(h) of the Merger Agreement (c)subject in all circumstances to a maximum aggregate amount of $1,500,000, the “ObligationsEnforcement Expenses”), and (iii) the Guarantor’s Guaranteed Percentage amounts, if, when, and as due pursuant to Section 5.11 of the ObligationsMerger Agreement (the “Financing Indemnity”) or (y) all amounts payable (and solely to the extent payable pursuant to a final and non-appealable order of a court of competent jurisdiction) as damages, if any, as a result of fraud by Parent, Outerwall Merger Sub or Redbox Merger Sub on or before the Closing under and in accordance with Section 7.5(b) of the Merger Agreement (subject in all circumstances to a maximum aggregate amount of $53,700,000, the “Damages Obligation”) (the Reverse Termination Fee, the Enforcement Expenses, the Financing Indemnity or the Damages Obligation, as applicable, the “Guaranteed ObligationsObligation”), in each case, on the terms and subject to the conditions set forth in, the Merger Agreement and this Limited Guarantee, in an amount equal to the percentage of the Maximum Aggregate Amount set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the Reverse Termination Fee (and, if applicable, the Enforcement Expenses and the Financing Indemnity) or the Damages Obligation, as applicable, such Guarantor’s “Pro Rata Percentage”); provided provided, that the maximum aggregate liability Liability of the each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate Liability of the Guarantors hereunder shall not exceed $53,700,000 (such amount referred to herein as the “Maximum Aggregate Amount”). Notwithstanding anything herein to the contrary, and the Guaranteed Party hereby agrees that and acknowledges, on behalf of itself and its Related Persons (ias defined in Section 3(b) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee), that (iiA) this Limited Guarantee may not be enforced without giving full and absolute effect to the provisions of this Limited Guarantee limiting the Guarantors’ Liability to the Maximum Amount, Aggregate Amount and limiting each Guarantor’s Liability to such Guarantor’s Maximum Guarantor Amount and (iiiB) the Guarantor Guaranteed Party acknowledges and agrees that it will not, directly or indirectly, seek to enforce this Limited Guarantee in violation thereof. The Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (1) the Guarantors shall not have any obligation or liability in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (includingand that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, without limitationin respect of, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, the Support AgreementEquity Funding Letter (as defined below) or any other Transaction Document, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), and (2) no Guarantor shall have any document or instrument delivered in connection with Liability to any Person under this Limited Guarantee, the Merger Agreement, the Equity Funding Letter or any other Transaction Document, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof), other than as expressly set forth herein and solely to the Retained Claims extent thereof. In addition, the Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder a) no Guarantor shall be made in United States dollars in immediately available funds, unless otherwise agreed required to pay (y) more than such Guarantor’s Pro Rata Percentage of the Guaranteed Obligation or (z) any amounts required to be paid by any other Guarantor hereunder and (b) no demand by the parties hereto. Concurrently Guaranteed Party shall be made, directly or indirectly, on any Guarantor unless demand is also made on each other Guarantor in accordance with their respective Pro Rata Percentages of the Guaranteed Obligation in accordance with the delivery of terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Limited Guarantee, each the Merger Agreement, the Equity Funding Letter or any other Transaction Document or otherwise, the Guaranteed Party hereby agrees, on behalf of itself and its Related Persons, that to the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form extent Parent, Outerwall Merger Sub and substance substantially identical (Redbox Merger Sub are relieved of all or any portion of their payment or performance obligations under the Merger Agreement, by satisfaction or waiver thereof or pursuant to any other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) agreement with the Guaranteed Party. For purposes , the Guarantors shall be similarly relieved, to such extent, of their obligations under this Limited Guarantee, “.

Limited Guarantee. (a) To induce Subject to the Guaranteed Party to enter into that certain Agreement terms and Plan of Mergerconditions in this Limited Guarantee, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)Company, the due and punctual payment, performance and discharge payment of the Guaranteed Percentage all of Parent’s obligation (a) and Merger Sub’s obligations to pay make any payment of any kind under the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) terms of the Merger Agreement, in cash, if, as and when due and payable in accordance with the terms of the Merger Agreement (bsuch obligations, subject to the limitations in the following provisos, the “Obligations” and each, an “Obligation”); provided, however, that, notwithstanding anything to the contrary set forth in this Limited Guarantee, but subject to Section 1(g), it is explicitly acknowledged and agreed that Guarantor’s aggregate liability with respect to all Obligations shall in no event exceed (i) $1,000,000, plus (ii) $1,000,000, but only if, in the case of this clause (ii), any of the following conditions are satisfied: (x) Parent does not deliver all of the Qualifying Additional Financing Documents to pay any amounts if the Company on or before 5:00 p.m. Central Time on April 22, 2024 and fails to satisfy its payment obligations contemplated by Section 2 of the Fourth Amendment to the Merger Agreement, dated as required of the date hereof, (y) Parent fails to deliver all of the Qualifying Additional Financing Documents to the Company on or before 5:00 p.m. Central Time on April 26, 2024, or (z) the Merger Agreement is terminated by (1) the Company pursuant to Section 8.2(d8.1(d)(iii) of the Merger Agreement and or (c2) either the Company or Parent pursuant to pay any amounts if and as required of the other terms Section 8.1 of the Merger Agreement under circumstances where the Company would have been entitled to terminate the Merger Agreement pursuant to Section 6.11(d8.1(d)(iii) of the Merger Agreement (the obligations contemplated by amounts set forth in the immediately preceding foregoing clauses (a), (bi) and (cii), collectively, the “ObligationsMaximum Amount”); provided, and further, that if an Obligation is paid to the Company in accordance with the Merger Agreement, then upon payment of such Obligation to the Company in its entirety in cash in United States dollars, Guarantor’s Guaranteed Percentage guarantee of such Obligation shall be deemed satisfied in full with immediate effect (the Obligations, as qualified by the limitations set forth in this Limited Guarantee, the “Guaranteed Obligations”, and Guarantor’s guarantee to satisfy the Guaranteed Obligations, the “Guarantee”); provided that the maximum aggregate liability . All cash payments hereunder shall be made in lawful money of the United States and, to the extent required by the Merger Agreement, in immediately available funds. In no event shall Guarantor be obligated hereunder to make any payment other than in respect of the Guaranteed Obligations and any payment or reimbursement contemplated by Section 1(b), and under no circumstances shall not exceed the aggregate, cumulative amount of Guarantor’s liability under this Limited Guarantee (including, without limitation, all payments made and contingent liabilities to make future payments) ever exceed, with respect to the Guaranteed Obligations, the Maximum Amount, as may be reduced by the Reduction Amount (as defined below) (it being understood that amounts payable pursuant to Section 1(b) shall not count in any respect towards the Maximum Amount). The Company acknowledges and the Guaranteed Party hereby agrees that (iA) the Guarantor shall in no event this Limited Guarantee may only be required enforced up to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) and that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, in each case, in respect of the Guaranteed Obligations and (iiiB) in no event shall the Guarantor shall not have be required to pay any obligation or liability to any Person (including, without limitation, amount to the Guaranteed Party Group (as defined below)) relating toCompany under, arising out of in respect of, or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, transactions contemplated hereby or any document or instrument delivered in connection with the Merger Agreement, thereby other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties expressly set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form herein and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “therein.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees guarantees, severally and not jointly, to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)expressly set forth herein, the due payment and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s payment obligation of (ax) to pay the Guaranteed Party the Parent Termination Fee if and (y) the Guaranteed Party’s Expenses as required pursuant to provided in Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d8.3(d)(ii) of the Merger Agreement and in an amount not to exceed $1,000,000 (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”) to the Guaranteed Party arising under, or in connection with and, in all cases, on the terms and subject to the conditions set forth in, the Merger Agreement; provided, however, that each such Guarantor’s obligation to pay the Guaranteed Obligations shall be limited to an amount equal to the percentage of the Maximum Aggregate Amount 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”); provided and, further provided, that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of all of the Guarantor Guarantors hereunder shall not exceed the $6,000,000 (“Maximum Aggregate Amount”), and the Guaranteed Party hereby agrees it being further understood that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount, . The Guaranteed Party hereby agrees that the Guarantors shall in no event be required to pay to the Guaranteed Party in the aggregate more than the Maximum Aggregate Amount (and (iii) the that no Guarantor shall not be required to pay to the Guaranteed Party in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, or in respect of, or in connection with this Limited Guarantee or the Merger Agreement and no Guarantor shall have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with under this Limited Guarantee, Guarantee or the Merger Agreement other than as expressly set forth herein and in the Equity Commitment Letter (pursuant to and subject to Section 5 thereof and the terms set forth in the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 1.8% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $207,400 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“ParentHoldCo”), CBPO Group Unicorn II Parent Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands and a direct wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability 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 with the Guaranteed Party surviving the merger (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 3.18% (the “Guaranteed Percentage Percentage”) of ParentHoldCo’s obligation (ai) to pay the Guaranteed Party the Parent HoldCo Termination Fee if and as required when due pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, (bii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iii) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.5(g) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (ai), (bii) and (c)iii) collectively, without regard to the “Obligations”, and the Guarantor’s Guaranteed Percentage of the ObligationsPercentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$2,046,497 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the “Maximum Amount”), (y) the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantors have agreed to make a certain equity contribution to HoldCo (the Merger Agreement“Equity Commitment Letter”), other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of Unicorn Holding Partners LP, Yunqi China Special Investment A, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Gxxxxxx Sxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Proprium Real Estate Special Situations Fund, LP, Yx Xxxx Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and Newquest Asia Fund IV (Singapore) Pte. Ltd. (collectively, the parties set forth on Schedule A (each “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain an Agreement and Plan of Merger, dated as of the date hereof March 5, 2007, (as amended, restated, supplemented or otherwise modified it may be amended from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among CBPO Vector Stealth Holdings LimitedII, an exempted company incorporated with L.L.C., a Delaware limited liability under the Laws of the Cayman Islands company (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent Stealth Acquisition Corp. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Parent and the Guaranteed Party, pursuant to which Merger Sub Sub, or a permitted assignee of Merger Sub, will commence a tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.01 per share, of the Guaranteed Party, and following the consummation of the Offer will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”)Party, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor the due and not merely as a suretypunctual payment and discharge of fifty percent (50%) of the payment obligations of Parent and Merger Sub arising under the Merger Agreement, subject including, without limitation, Parent’s or Merger Sub’s payment obligations with respect to the terms Parent Termination Fee and conditions hereofobligations under the penultimate sentence of Section 6.11(b) (the “Obligations”); provided, but only up to that in no event shall the Maximum Amount Guarantor’s liability under this Limited Guarantee (exclusive of the reimbursement of fifty percent (50%) of the Enforcement Reimbursement Costs (as defined below) payable pursuant to and only in accordance with Section 14 hereof) exceed $12,700,000 (the “Cap”), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided it being understood that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, Cap and (iii) is expressly limited thereto. All sums payable by the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars paid in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each In furtherance of the parties set forth on Schedule A foregoing, the Guarantor acknowledges that its liability hereunder shall extend to fifty percent (each an 50%) of the Obligations (subject to the Cap plus fifty percent (50%) of any Enforcement Reimbursement Costs), and that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for fifty percent (50%) of the Obligations (subject to the Cap plus fifty percent (50%) of any Enforcement Reimbursement Costs), regardless of whether action is brought against Parent, Merger Sub or any other guarantor pursuant to a Limited Guarantee dated as of the date hereof (the “Other GuarantorGuarantees”) is also entering entered into a limited guarantee in a form between the Guaranteed Party and substance substantially identical such other guarantor (other than for the definitions of “Guaranteed Percentage” and “Maximum AmountOther Guarantors”) to this Limited Guarantee (eachor whether Parent, an “Merger Sub or any Other Guarantee”) with Guarantor is joined in any such action or actions or whether Parent or Merger Sub were primarily responsible for causing the Guaranteed Party. For purposes payment obligations of this Limited Guarantee, “Parent or Merger Sub under the Merger Agreement.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage 4.1% of Parent’s payment obligation with respect to (ai) to pay the Guaranteed Party the payment obligations of Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, including payment of the Parent Termination Fee or the Expenses incurred by the Company and its Affiliates, including the Special Committee, in connection with the Transactions (bwhich shall include the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement), (ii) to pay any amounts if and as required the reimbursement obligations of Parent pursuant to Section 8.2(d) of the Merger Agreement, and (iii) the reimbursement and expense obligations of Parent under Section 6.7 of the Merger Agreement and under circumstances other than the termination of the Merger Agreement (cx) due to pay any amounts if and as required pursuant to the failure of the condition set forth in Section 6.11(d7.2(d) of the Merger Agreement or (the obligations contemplated by the immediately preceding clauses (a), (by) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage pursuant to Section 8.1(b)(i) of the ObligationsMerger Agreement solely as a result that the Sponsor Required Approvals fail to be obtained (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed $460,890 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (ia) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiib) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims Equity Commitment Letter (as defined below). This Limited Guarantee may be enforced for , other than as expressly set forth herein or in the payment of money onlyEquity Commitment Letter. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties “Guarantors” as set forth on Schedule A in the Merger Agreement (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee guarantees (each, an “Other Limited Guarantee”) substantially similar to this Limited Guarantee with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timetime pursuant to the terms thereof, the “Merger Agreement”), by and among CBPO Holdings LimitedResistance Acquisition, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc., a Delaware corporation (“Parent”), CBPO Group LimitedResistance Merger Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc., a Delaware 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 Party, with the Guaranteed Party surviving continuing as the Surviving Corporation (such merger (and the other transactions contemplated by the Merger Agreement, the “MergerTransaction”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, performance and discharge payment of the Guaranteed Percentage obligations of Parent’s obligation , with respect to the payment of (ai) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d7.5(f) of the Merger Agreement and (cii) Parent’s reimbursement and indemnity obligations pursuant to, and to pay any amounts if and as required pursuant to the extent set forth in, Section 6.11(d5.20(e) of the Merger Agreement, if and when such payment obligation becomes payable under the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)collectively, the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed ObligationsObligation”); provided that that, notwithstanding anything to the maximum contrary contained in this Limited Guarantee, (A) in no event shall the aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed $9,250,000 (collectively, the Maximum Amount, “Cap”) and (B) the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum Amount, Cap (and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out provisions of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined belowSections 8 and 9 hereof). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by . Each capitalized term used but not defined herein shall have the parties hereto. Concurrently with meaning ascribed to it in the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Merger Agreement.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain an Agreement and Plan of Merger, dated as of the date hereof hereof, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “"Merger Agreement”"; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among CBPO Talon Holdings LimitedCorp., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation (“"Parent”"), CBPO Group LimitedTalon Acquisition Co., an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent Texas 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 (the “Merger”)Party, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) 32.7% of the payment obligations of Parent and Merger AgreementSub under the last sentence of Section 5.10, (bSection 7.2(b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.2(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “"Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”"); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount underGuarantor's liability under this Guarantee exceed $9,810,000 (the "Cap"), in respect of or in connection with this Limited Guarantee, (ii) it being understood that this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to 32.7% of the Obligations (subject to the Cap), and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to that the Guaranteed Party Group may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for 32.7% of the Obligations (as defined belowsubject to the Cap)) relating to, arising out regardless of or in connection with this Limited Guaranteewhether action is brought against Parent, the Merger Agreement, the Support Agreement, Sub or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This guarantor pursuant to a Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each dated as of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering date hereof to be entered into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with between the Guaranteed Party. For purposes of this Limited GuaranteeParty and such other guarantor (the "Other Guarantors") or whether Parent, “Merger Sub or any Other Guarantor is joined in any such action or actions.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timeMerger Agreement, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, Guarantors hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Partyguarantee, severally (and not jointly or jointly and severally), as a primary obligor obligors and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Company the due and punctual payment, performance and discharge payment by Parent to the Company of the Guaranteed Percentage percentage set forth opposite each Guarantor’s name on Schedule A hereto (such percentage with respect to such Guarantor, such Guarantor’s “Maximum Guarantor Percentage”) of Parent’s obligation (ai) to pay the Guaranteed Party the Parent Termination Fee if on the terms and as required pursuant subject to the conditions set forth in Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d8.03(b) of the Merger Agreement and (cii) an amount equal to pay any amounts if all of the liabilities and as required pursuant to Section 6.11(d) obligations of Parent or Purchaser under the Merger Agreement (including any Reimbursement Obligations) when required to be paid by Parent or Purchaser pursuant to and in accordance with the obligations contemplated by the immediately preceding Merger Agreement (clauses (a), (bi) and (cii), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or any other agreement contemplated hereby or thereby, the Company and the Guarantors agree that in no event shall (a) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed the Maximum AmountParent Liability Limitation, and the Guaranteed Party hereby agrees that (ib) the any Guarantor shall in no event be required to pay more than such Guarantor’s Maximum Guarantor Percentage of the Maximum Amount under, Parent Liability Limitation under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiic) the Guarantor shall not Guarantors otherwise have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guaranteethe Merger Agreement and the transactions contemplated thereby or any other circumstance, except as explicitly set forth herein or in the Equity Commitment Letter, (d) the Company be entitled to receive both a grant of specific performance or other equitable relief pursuant to Section 9.10 of the Merger Agreement, on the Support Agreementone hand, and any payment under this Limited Guarantee or other monetary damages, on the other hand, or (e) the Guarantors be liable to the Company or any document other Person pursuant to this Limited Guarantee for consequential, punitive, exemplary, multiple, special or instrument delivered similar damages, or for lost profits. Each Guarantor shall, upon the written request of the Company (a “Performance Demand”), promptly and in connection with any event within ten (10) Business Days, pay such Guarantor’s Maximum Guarantor Percentage of the Merger AgreementGuaranteed Obligations in full, and 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 or Purchaser, excluding the Retained Claims (as defined belowbankruptcy or insolvency of Parent or Purchaser and any other defenses and claims expressly waived under this Limited Guarantee). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedthe Guaranteed Party, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Quantum Bloom Group Ltd (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands ) and a direct wholly-owned subsidiary of Parent Quantum Bloom Company Ltd (“Merger Sub”), and the Guaranteed Party, pursuant to which which, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Party the due and punctual payment, observance, performance and discharge of 24.51% (the “Guaranteed Percentage Percentage”) of Parent’s obligation the payment obligations of Parent with respect to (ai) to pay the Guaranteed Party the Parent Termination Fee owed by Parent to the Company, if and as required when due, pursuant to Section 8.2(b)(iii8.06(b) of the Merger Agreement, (bii) the Expenses owed by Parent to pay any amounts the Company, if and as required when due, pursuant to Section 8.2(d8.06(c) of the Merger Agreement Agreement, (iii) costs and (c) expenses in connection with the collection of the Parent Termination Fee or any Expenses owed by Parent to pay the Company or any amounts required to be paid, if and as required when due, pursuant to Section 6.11(d8.06(f) of the Merger Agreement, (iv) the payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations contemplated by the immediately preceding of Parent described in clauses (ai) through (iv), (b) and (c)collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided, and that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed the Maximum Amount, and amount of $63,431,372.55 less 24.51% of any amount actually paid by or on behalf of Parent to the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, the Obligations (ii) the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amountproviso to the immediately preceding sentence, including the Cap, and (iii) to the Guarantor shall not have any obligation or liability to any Person (includingprovisions of Section 8 and Section 9 hereof, without limitation, to and that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to limitations described herein, regardless of whether an action is brought against any other person (including Parent, Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below) or the Merger Agreement or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Parent has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Parent or Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timeMerger Agreement, the “Merger Agreement”)Guarantors, by jointly and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally boundseverally, hereby expressly, absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, guarantee (as a primary obligor obligors and not merely as a surety, subject sureties) to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Company the due and punctual payment, performance and discharge when required by Parent to the Company of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required when payable pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d8.03(c) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a“Parent Termination Fee Obligations”), and (b) all of the liabilities and obligations of Parent or Merger Sub under the Merger Agreement (c), including any reimbursement and indemnification obligations pursuant to Section 6.11(h) and Section 6.12(d) thereof) when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement and subject to the conditions set forth in Section 8.03(f) of the Merger Agreement (the “Other Obligations”” and, and together with the Guarantor’s Guaranteed Percentage of the Parent Termination Fee Obligations, the “Guaranteed Obligations”); provided provided, that in no event shall the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed $128,500,000.00 (the Maximum Amount“Parent Cap”), and that the Guaranteed Party hereby agrees that (i) Guarantors jointly and/or severally, as the Guarantor case may be, shall in no event be required to pay more than the Maximum Amount under, Parent Cap under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not or otherwise have any obligation or further liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) hereunder relating to, or arising out of or in connection with the Merger Agreement and the transactions contemplated thereby. If Parent fails to discharge the Guaranteed Obligations when due, then the Guarantors’ liabilities to the Company hereunder in respect of the Guaranteed Obligations shall, at the Company’s option, become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option and in its sole discretion, and so long as Parent has failed to perform any of the Guaranteed Obligations, take any and all actions available hereunder and under applicable Law to collect the Guarantors’ liabilities hereunder in respect of the Guaranteed Obligations. The Guarantors shall, upon the written request of the Company (a “Performance Demand”), promptly, and in any event within ten (10) Business Days, pay such Guaranteed Obligations in full (but no earlier than when they are required to be paid pursuant to the Merger Agreement). Each Guarantor acknowledges and agrees that (a) Vintage Rodeo, L.P. (“Vintage”) and B. Xxxxx Financial, Inc., in its capacity as a party to an Equity Commitment Letter with Parent and separate and apart from its rights and obligations as BR Guarantor under this Limited Guaranteeletter agreement (“B. Xxxxx”), are delivering an Equity Commitment Letter to the Parent and that the Company is relying on the obligations and commitments of Vintage and B. Xxxxx under their respective Equity Commitment Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the Support Agreementprovisions set forth in Section 8.03 of the Merger Agreement and this Limited Guarantee (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 Vintage’s or B. Xxxxx’x 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’s right to specific enforcement, (A) to cause Parent and Merger Sub to cause, or any document to directly cause, Vintage or instrument delivered in connection with B. Xxxxx, to fund, directly or indirectly, the Merger AgreementCommitment under the Equity Commitment Letter, other than (B) to cause Parent to cause, or directly cause, the Retained Claims Buddy’s Equityholder (as defined below) to perform its obligations under the Buddy’s Contribution Agreement (as defined below), or (C) to cause Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and (c) the right of specific performance under the Equity Commitment Letter and Section 9.08 of the Merger Agreement is 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. This Limited Guarantee may For the avoidance of doubt, the remedies available to the Company under Section 9.08 of the Merger Agreement and the Equity Commitment Letter shall be enforced for in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under the Merger Agreement and/or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Company from, in the alternative, terminating the Merger Agreement in accordance with its rights thereunder and collecting the Parent Termination Fee and the other Guaranteed Obligations, as applicable; provided, that under no circumstances shall the Company be permitted or entitled to receive both (x) a grant of specific performance under Section 9.08 of the Merger Agreement and (y) payment of money onlythe Parent Termination Fee and the other Guaranteed Obligations. All payments hereunder shall be made in United States dollars in cash by wire transfer of immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date hereof, the “Merger Agreement”), by between the Guaranteed Party and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent Garnet Faith Limited (“Merger Sub”), and the Guaranteed Party, pursuant to which which, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), with the Guaranteed Party continuing as the surviving company in the Merger, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Party the due and punctual payment, observance, performance and discharge of 7.2% (the “Guaranteed Percentage Percentage”) of Parent’s obligation the payment obligations of Merger Sub with respect to (a) to pay the Guaranteed Party the Parent Merger Sub Termination Fee owed by Merger Sub to the Company, if and as required when due, pursuant to Section 8.2(b)(iii8.06(b) of the Merger Agreement, (b) the Expenses owed by Merger Sub to pay any amounts the Company, if and as required when due, pursuant to Section 8.2(d8.06(c) of the Merger Agreement Agreement, and (c) costs and expenses in connection with the collection of the Merger Sub Termination Fee owed by Merger Sub to pay any amounts the Company, if and as required when due, pursuant to Section 6.11(d8.06(f) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations contemplated by the immediately preceding of Merger Sub described in clauses (a), (b) and through (c), collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided, and that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed the Maximum Amount, and amount of US$10,412,047.32 less 7.2% of any amount actually paid by or on behalf of Merger Sub to the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, the Obligations (ii) the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amountproviso to the immediately preceding sentence, including the Cap, and (iii) to the Guarantor shall not have any obligation or liability to any Person (includingprovisions of Section 8 and Section 9 hereof, without limitation, to and that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to the Cap and the other limitations described herein, regardless of whether an action is brought against any other person (including Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap, that the payment by the Guarantor of the Guaranteed Percentage of the Obligations (subject to the Cap) is the sole and exclusive remedy of the Guaranteed Party against the Guarantor in the event the Obligations become due and payable, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below), the Support Agreements, the Merger Agreement, or any other Transaction Agreement (as defined below) (whether or not the Guarantor is a party thereto) or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein (including the Retained Claims) or in the Equity Commitment Letter or in the Support Agreement to which the Guarantor is a party. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Merger Sub has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in full in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) similar to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, “the Other Guarantees, the Equity Commitment Letters (as defined below) and the Support Agreements, and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce In connection with the Guaranteed Party to enter into that certain execution and delivery, as of the date hereof, of the Agreement and Plan of Merger, dated as by and among OLYMPUS WATER HOLDINGS IV, L.P., a Cayman Islands exempted limited company, acting by its general partner, General Partner (“Parent”), DIAMOND MERGER LIMITED, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and the date hereof Guaranteed Party (as amended, restated, supplemented or otherwise modified the same may be amended from time to time, the “Merger Agreement”), by each Guarantor hereby unconditionally and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Partyguarantees, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)Guaranteed Party, the due and punctual paymentobservance, performance performance, and discharge of the Guaranteed Percentage payment obligations of ParentParent and Merger Sub with respect to such Guarantor’s obligation Pro Rata Portion (aas defined below) of (i) the Parent Termination Fee, (ii) the Reimbursement Obligations in an amount not to pay exceed $7,500,000 in the Guaranteed Party aggregate, and (iii) any interest on the Parent Termination Fee if and as any out-of-pocket costs and expenses (including attorneys’ fees), in each case, required to be paid by Parent to the Company pursuant to Section 8.2(b)(iii8.3(e) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(dPayments; Default) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), i) through (biii) and (c)collectively, the “Obligations”). The guaranties and obligations of the Guarantors shall be several and not joint, and which shall mean that a Guarantor shall be liable to the Guaranteed Party only to the extent of such Guarantor’s Guaranteed Percentage Pro Rata Portion of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the . The Guaranteed Party hereby agrees that (i) the Guarantor shall in no event shall a Guarantor be required to pay more than any amount to the Maximum Amount Guaranteed Party or any other Person under, in respect of of, or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, Agreement or the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Equity Commitment Letter other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties expressly set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “herein or therein.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, The Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due due, complete and punctual payment, observance, performance and discharge of (i) the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required Expense Amount pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required or the Reverse Termination Fees pursuant to Section 6.11(d8.2(g) or Section 8.2(h) of the Merger Agreement; (ii) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Guaranteed Party in connection with the enforcement of its rights under Section 6.12, Section 8.2(d), Section 8.2(g), Section 8.2(h) and Section 9.11 of the Merger Agreement, together with any Recovery Costs payable pursuant to Section 8.2(j), and any interest constituting Recovery Costs; (iii) the payment obligations of Parent pursuant to Section 6.12 of the Merger Agreement; and (iv) the damages owed to the Company in connection with any Deliberate Financing Breach (as defined in the Merger Agreement), or any knowing material breach or deliberate material breach (each as defined in the Merger Agreement) of the covenants in the Merger Agreement by Top Parent, Parent, BBX Intermediate or Merger Sub, in each case if and when due in accordance with and subject to the terms of the Merger Agreement (the obligations contemplated by the immediately preceding foregoing clauses (ai), (b) ii), (iii), and (civ), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided provided, that (A) the maximum aggregate amount payable by, and liability of, the Guarantor in respect of the Guarantor hereunder foregoing Guaranteed Obligations shall not exceed TWENTY-FIVE MILLION dollars ($25,000,000) (the Maximum Amount“Cap”), and (B) the Guarantor will not be required to pay the Expense Amount or a Reverse Termination Fee pursuant to Section 8.2(d), Section 8.2(g) or Section 8.2(h), respectively, of the Merger Agreement prior to the second (2nd) Business Day following the delivery of a notice of termination of the Merger Agreement pursuant to which the Expense Amount or a Reverse Termination Fee, respectively, is payable. The Guaranteed Party hereby agrees that in no event shall (ix) the Guarantor shall in no event be required to pay more than any amount in excess of the Maximum Amount Cap under or in respect of this Limited Guarantee, and (y) the Guarantor have any obligation or liability to any Person under, in respect of of, or in connection with with, this Limited Guarantee, the Equity Commitment Letter (ii) as defined below), the Merger Agreement, the Debt Commitment Letter or the transactions contemplated hereby and thereby other than as expressly set forth in this Limited Guarantee or in the Equity Commitment Letter and except in the case of actual fraud. Any amounts actually paid to the Guaranteed Party by or on behalf of Top Parent, Parent, BBX Intermediate or Merger Sub with respect to the Guaranteed Obligations in accordance with the Merger Agreement shall be credited against the Cap. All payments under this Limited Guarantee shall be made in lawful money of the United States, in immediately available funds. The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, Cap and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered Guaranty for an amount in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each excess of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Cap.

Limited Guarantee. (a) To induce As consideration for the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and entering into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”)Acquisition Agreement, the Guarantoreach Guarantor hereby guarantees, intending to be legally boundseverally and not jointly, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor on the terms and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, payment and performance and discharge of each of (but never more than any one of) a portion of BidCo’s obligation following the valid termination of the Guaranteed Percentage of Parent’s obligation (a) Acquisition Agreement to pay to the Guaranteed Party (i) (x) the Parent BidCo Termination Fee if Fee, if, when, and as required due, pursuant to Section 8.2(b)(iii8.2(b)(iv) of the Merger Acquisition Agreement, and (by) to pay any amounts if the amounts, if, when, and as required due, pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Acquisition Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)subject in all circumstances to a maximum aggregate amount of $500,000, the “ObligationsEnforcement Expenses Obligation”, ) or (ii) all amounts payable (and solely to the Guarantor’s Guaranteed Percentage extent payable pursuant to a final and non-appealable order of a court of competent jurisdiction) as damages (solely to the extent proven) as a result of fraud by BidCo on or before the Effective Date under and in accordance with the terms of the ObligationsAcquisition Agreement (subject in all circumstances to a cap in the amount of the BidCo Termination Fee, the “Damages Obligation”) (the BidCo Termination Fee, the Enforcement Expenses Obligation or the Damages Obligation, as applicable, the “Guaranteed ObligationsObligation”), in each case, on the terms and subject to the conditions set forth in, the Acquisition Agreement (and subject in all respects to the Maximum Liability Amount set forth therein) and this Limited Guarantee, in an amount equal to the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the BidCo Termination Fee (and, if applicable, the Enforcement Expenses Obligation) or the Damages Obligation, as applicable (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount” and such percentage set forth opposite such Guarantor’s name on Exhibit A hereto with respect to either the BidCo Termination Fee (and, if applicable, the Enforcement Expenses Obligation) or the Damages Obligation, as applicable, such Guarantor’s “Pro Rata Percentage”); provided provided, that the maximum aggregate liability of the each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantors hereunder shall not exceed $93,800,00 (such amount referred to herein as the “Maximum Aggregate Amount”). Notwithstanding anything herein to the contrary, and the Guaranteed Party hereby agrees and acknowledges, on behalf of itself and its Related Persons (as defined below), that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving full and absolute effect to the provisions of this Limited Guarantee limiting the Guarantors’ liability to the Maximum Amount, Aggregate Amount and limiting each Guarantor’s liability to such Guarantor’s Maximum Guarantor Amount and (iiiii) the Guarantor Guaranteed Party acknowledges and agrees that it will not, directly or indirectly, seek to enforce this Limited Guarantee in violation thereof. The Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (A) the Guarantors shall not have any obligation or liability in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (includingand that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, without limitationin respect of, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Acquisition Agreement, the Support AgreementEquity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection with herewith or therewith, or the Merger Agreementtransactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, other than the Retained Claims and (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder B) no Guarantor shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of have any liability or obligation to any Person under this Limited Guarantee, each the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, other than as expressly set forth herein and solely to the extent thereof. In addition, the Guaranteed Party hereby, on behalf of itself and its Related Persons, agrees and acknowledges that (a) no Guarantor shall be required to pay (x) more than such Guarantor’s Pro Rata Percentage of the parties Maximum Aggregate Amount or (y) any amounts required to be paid by any other Guarantor hereunder and (b) no demand by the Guaranteed Party shall be made, directly or indirectly, on any Guarantor unless demand is also made on each other Guarantor in accordance with their respective Pro Rata Percentages of the Guaranteed Obligation in accordance with the terms and conditions set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee herein. Notwithstanding anything to the contrary contained in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (eachGuarantee, an “Other Guarantee”) the Acquisition Agreement, the Equity Commitment Letter, any other Transaction Document or any other document or instrument delivered in connection herewith or therewith or otherwise, the Guaranteed Party hereby agrees, on behalf of itself and its Related Persons, that to the extent BidCo is relieved of all or any portion of its payment or performance obligations under the Acquisition Agreement, by satisfaction or waiver thereof or pursuant to any other agreement with the Guaranteed Party. For purposes , the Guarantors shall be similarly relieved, to such extent, of their respective obligations under this Limited Guarantee, “.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“ParentHoldCo”), CBPO Group Unicorn II Parent Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands and a direct wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability 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 with the Guaranteed Party surviving the merger (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 1.27% (the “Guaranteed Percentage Percentage”) of ParentHoldCo’s obligation (ai) to pay the Guaranteed Party the Parent HoldCo Termination Fee if and as required when due pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, (bii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iii) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.5(g) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (ai), (bii) and (c)iii) collectively, without regard to the “Obligations”, and the Guarantor’s Guaranteed Percentage of the ObligationsPercentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$818,599 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the “Maximum Amount”), (y) the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantors have agreed to make a certain equity contribution to HoldCo (the Merger Agreement“Equity Commitment Letter”), other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of Unicorn Holding Partners LP, Aspex Master Fund, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Gxxxxxx Sxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Proprium Real Estate Special Situations Fund, LP, Yx Xxxx Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and Newquest Asia Fund IV (Singapore) Pte. Ltd. (collectively, the parties set forth on Schedule A (each “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO the Company, KAR Holdings LimitedII, an exempted company incorporated with LLC, a limited liability under the Laws of the Cayman Islands company (“ParentBuyer”), CBPO Group LimitedKAR Holdings, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc, a Delaware corporation and a direct wholly-owned subsidiary of Parent Buyer (“Holdings”) and KAR Acquisition, Inc, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”)” and together with Buyer and Holdings, and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “MergerBuyer Parties”), the GuarantorGuarantors, intending to be legally boundjointly and severally, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due prompt and punctual complete payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iiiwhen due of 7.8313% (the “Guaranteed Percentage”) of the Merger Agreement, (b) to pay any amounts if and as required obligations of the Buyer Parties pursuant to and in accordance with: (i) Section 8.2(d8.3(d)(i) of the Merger Agreement and with respect to the Buyer Termination Fee; (cii) to pay any amounts if and as required pursuant to Section 6.11(d8.3(d)(ii) of the Merger Agreement with respect to the reimbursement of the Company Transaction Expenses; and (iii) Section 8.3(d)(iii) of the Merger Agreement with respect to the reimbursement of the Company Financing Fees and Expenses and the Credit Facility Fees and Expenses (the Guaranteed Percentage of the payment obligations contemplated by the immediately preceding identified in clauses (a)i) through (iii) above, (b) and (c), are collectively referred to herein as the “Obligations”); provided, and that, notwithstanding anything herein to the Guarantor’s contrary, in the event that the Guarantors have actually paid the Guaranteed Percentage of the ObligationsBuyer Termination Fee pursuant to clause (i) above or the Guaranteed Percentage of the Company Transaction Expenses pursuant to clause (ii) above, the “Guaranteed Obligations”)Guarantors shall have no payment obligation with respect to the Company Financing Fees and Expenses or the Credit Facility Fees and Expenses referenced in clause (iii) above; provided and provided, further that the maximum aggregate liability amount payable by the Guarantors under this Limited Guarantee (exclusive of any amounts required to be paid by the Guarantor hereunder Guarantors pursuant to and in accordance with Section 16 hereof (the “Prevailing Party Costs”)) shall not exceed the Maximum Amount, aggregate of Three Million One Hundred Thirty Two Thousand and Five Hundred Thirty U.S. Dollars (U.S.$ 3,132,530) (the Guaranteed Party hereby agrees “Cap”); it being understood that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. Except for Prevailing Party Costs, the Company hereby agrees that in no event shall the Guarantors be required to pay to any Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement, more than the Cap, and (iii) that the Guarantor Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guaranteewith, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “other than as expressly set forth

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“ParentHoldCo”), CBPO Group Unicorn II Parent Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands and a direct wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability 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 with the Guaranteed Party surviving the merger (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the 5.10%(the “Guaranteed Percentage Percentage”) of ParentHoldCo’s obligation (ai) to pay the Guaranteed Party the Parent HoldCo Termination Fee if and as required when due pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, (bii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iii) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.5(g) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (ai), (bii) and (c)iii) collectively, without regard to the “Obligations”, and the Guarantor’s Guaranteed Percentage of the ObligationsPercentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$3,274,395 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the “Maximum Amount”), (y) the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantors have agreed to make a certain equity contribution to HoldCo (the Merger Agreement“Equity Commitment Letter”), other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of Unicorn Holding Partners LP, Aspex Master Fund, Yunqi China Special Investment A, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Xxxxxxx Xxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Xx Xxxx Da Sirius Inv. Limited, Gaorong Partners Fund V, L.P., Gaorong Partners Fund V-A, L.P., Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and Newquest Asia Fund IV (Singapore) Pte. Ltd. (collectively, the parties set forth on Schedule A (each “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limitedthe Guaranteed Party, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Quantum Bloom Group Ltd (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands ) and a direct wholly-owned subsidiary of Parent Quantum Bloom Company Ltd (“Merger Sub”), and the Guaranteed Party, pursuant to which which, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Party the due and punctual payment, observance, performance and discharge of 41.18% (the “Guaranteed Percentage Percentage”) of Parent’s obligation the payment obligations of Parent with respect to (ai) to pay the Guaranteed Party the Parent Termination Fee owed by Parent to the Company, if and as required when due, pursuant to Section 8.2(b)(iii8.06(b) of the Merger Agreement, (bii) the Expenses owed by Parent to pay any amounts the Company, if and as required when due, pursuant to Section 8.2(d8.06(c) of the Merger Agreement Agreement, (iii) costs and (c) expenses in connection with the collection of the Parent Termination Fee or any Expenses owed by Parent to pay the Company or any amounts required to be paid, if and as required when due, pursuant to Section 6.11(d8.06(f) of the Merger Agreement, (iv) the payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations contemplated by the immediately preceding of Parent described in clauses (ai) through (iv), (b) and (c)collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided, and that notwithstanding anything to the contrary express or implied herein, (x) in no event shall the Guarantor’s maximum aggregate liability under this Limited Guarantee exceed the amount of $106,564,705.88 less 41.18% of any amount actually paid by or on behalf of Parent to the Guaranteed Party in respect of the Obligations (the “Cap”); (y) the liabilities of each Warburg Entity hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Warburg Entity’s name in Schedule A hereto (each, a “Pro Rata Percentage”); and (z) in no event shall any Warburg Entity’s liability hereunder with respect to the Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability Obligations exceed such Warburg Entity’s Pro Rata Percentage of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees Cap. The parties agree that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amountproviso to the immediately preceding sentence, including the Cap, and (iii) to the Guarantor shall not have any obligation or liability to any Person (includingprovisions of Section 8 and Section 9 hereof, without limitation, to and that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to limitations described herein, regardless of whether an action is brought against any other person (including Parent, Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below) or the Merger Agreement or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Parent has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Parent or Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A B (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To This Limited Guarantee is being entered into to induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings LimitedCamelot Return Intermediate Holdings, an exempted company incorporated with LLC, a Delaware limited liability under the Laws of the Cayman Islands company (“Parent”), CBPO Group LimitedCamelot Return Merger Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and Inc., a direct wholly-owned subsidiary of Parent 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a suretywhich, subject to the terms and conditions hereofset forth therein, but only up among other things, Merger Sub will be merged with and into the Guaranteed Party and the Guaranteed Party will continue as the surviving corporation of the Merger. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Maximum Amount (as defined below), Guaranteed Party the due and punctual paymentobservance, performance and discharge of the Guaranteed Percentage payment by Parent of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee Fee, if and as required when payable pursuant to Section 8.2(b)(iii8.2(c) of the Merger Agreement, (b) to pay any amounts Enforcement Costs, if and when payable pursuant to Section 8.2(d) of the Merger Agreement, and (c) any Reimbursement Obligations, if and when payable pursuant to Section 8.2 the Merger Agreement (the obligations described in clauses (a) through (c), collectively, the “Obligations”); provided that the Guaranteed Party agrees not to seek to enforce this Limited Guarantee for an amount in excess of the Maximum Amount (as required defined below); provided, further, that the foregoing shall not limit the Guaranteed Party’s rights under the Equity Commitment Letter (subject to the limitations set forth therein). Notwithstanding anything to the contrary in this Limited Guarantee, the maximum aggregate liability of the Guarantor under this Limited Guarantee will not exceed (x) $210,000,000 in the case where the Parent Termination Fee is due and payable pursuant to Section 8.2(c) of the Merger Agreement, (y) $5,000,000 in the case where Enforcement Costs are payable pursuant to Section 8.2(d) of the Merger Agreement and (cz) to pay any amounts if the Reimbursement Obligations that are due and as required payable pursuant to Section 6.11(d) 8.2 of the Merger Agreement (the obligations contemplated by the immediately preceding amounts described in clauses (ax) through (z), in the aggregate, the “Maximum Amount”; provided that, the parties agree and acknowledge that the portion of the Maximum Amount payable with respect to clauses (bx) and (cy), the “Obligations”respectively, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, $210,000,000 and the $5,000,000). The Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay the Guaranteed Party or any other Person, pursuant to this Limited Guarantee, any amount other than the Obligations or more than the Maximum Amount underAmount, in respect of or in connection with this Limited Guarantee, (ii) and that this Limited Guarantee may not be enforced against the Guarantor other than for the Obligations or without giving effect to the Maximum Amount. If Parent fails to discharge any portion of the Obligations when due and payable under the Merger Agreement, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to then the Guaranteed Party Group (may at any time and from time to time, at the Guaranteed Party’s option, and so long as defined below)) relating tothe Obligations remains unpaid, arising out take any and all actions available hereunder or under applicable Law to collect such Guarantor’s liabilities hereunder in respect of the Obligations, in each case, subject to the terms and conditions hereunder. It is acknowledged and agreed that this Limited Guarantee will expire and will have no further force or effect, and the Guaranteed Party will have no rights hereunder, upon the termination of the obligations and liabilities of the Guarantor hereunder in connection accordance with 8 hereof. Notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger AgreementGuaranteed Party hereby agrees to the extent that Parent is relieved from its obligation to pay the Parent Termination Fee, the Support Agreement, Enforcement Costs or the Reimbursement Obligations under the Merger Agreement by satisfaction thereof or pursuant to any document or instrument delivered in connection written agreement with the Merger AgreementGuaranteed Party to such effect, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder Guarantor shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each similarly relieved of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for such portion of the definitions of “Guaranteed Percentage” and “Maximum Amount”) to Obligations under this Limited Guarantee (each, an “Other Guarantee”) with solely to the Guaranteed Party. For purposes extent that Parent or Merger Sub are relieved of this Limited Guarantee, “such obligations.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Holdings Capitalhold Limited, an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands (“Parent”), CBPO Group Capitalcorp Limited, an exempted company incorporated with limited liability incorporated under the Laws laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject surety to the terms and conditions hereof, but only up to the Maximum Amount (as defined below)Company, the due and punctual payment, observance, performance and discharge of 50.2% (the “Guaranteed Percentage Percentage”) of Parent’s obligation all of the obligations, covenants and agreements of Parent and Merger Sub under the Merger Agreement strictly in accordance with the terms thereof (a) to pay as such obligations, covenants and agreements may be modified, amended, waived or terminated in accordance with the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) terms of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount under, in respect of or in connection with Guarantor’s aggregate liabilities under this Limited GuaranteeGuarantee exceed US$234,542,965.55 (the “Cap”), (ii) it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum AmountCap (and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party acknowledges that in the event that Parent has satisfied a portion but not all of the Guaranteed Obligations, and (iii) payment of the Guaranteed Percentage of the unsatisfied Guaranteed Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall not have any constitute satisfaction in full of the Guarantor’s obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guaranties substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by between the Guaranteed Party and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent Garnet Faith Limited (“Merger Sub”), and the Guaranteed Party, pursuant to which which, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), with the Guaranteed Party continuing as the surviving company in the Merger, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), Party the due and punctual payment, observance, performance and discharge of 7.6% (the “Guaranteed Percentage Percentage”) of Parent’s obligation the payment obligations of Merger Sub with respect to (a) to pay the Guaranteed Party the Parent Merger Sub Termination Fee owed by Merger Sub to the Company, if and as required when due, pursuant to Section 8.2(b)(iii8.06(b) of the Merger Agreement, (b) the Expenses owed by Merger Sub to pay any amounts the Company, if and as required when due, pursuant to Section 8.2(d8.06(c) of the Merger Agreement Agreement, and (c) costs and expenses in connection with the collection of the Merger Sub Termination Fee owed by Merger Sub to pay any amounts the Company, if and as required when due, pursuant to Section 6.11(d8.06(f) of the Merger Agreement, in each case subject to the terms and limitations of Section 8.06(h) of the Merger Agreement (the aggregate obligations contemplated by the immediately preceding of Merger Sub described in clauses (a), (b) and through (c), collectively, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided, and that notwithstanding anything to the contrary express or implied herein, in no event shall the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed the Maximum Amount, and amount of US$12,517,624.12 less 7.6% of any amount actually paid by or on behalf of Merger Sub to the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, the Obligations (ii) the “Cap”). The parties agree that this Limited Guarantee may not be enforced without giving effect to the Maximum Amountproviso to the immediately preceding sentence, including the Cap, and (iii) to the Guarantor shall not have any obligation or liability to any Person (includingprovisions of Section 8 and Section 9 hereof, without limitation, to and that the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with will not seek to enforce this Limited Guarantee, Guarantee for an amount in excess of the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below)Cap. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor pursuant to and in accordance with the terms of this Limited Guarantee for the Guaranteed Percentage of the Obligations, subject to the Cap and the other limitations described herein, regardless of whether an action is brought against any other person (including Merger Sub or any Other Guarantor (as defined below)) or whether any such person is joined in any such action or actions. The Guaranteed Party, by execution of this Limited Guarantee, agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap, that the payment by the Guarantor of the Guaranteed Percentage of the Obligations (subject to the Cap) is the sole and exclusive remedy of the Guaranteed Party against the Guarantor in the event the Obligations become due and payable, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with, this Limited Guarantee, the Equity Commitment Letter (as defined below), the Support Agreements, the Merger Agreement, or any other Transaction Agreement (as defined below) (whether or not the Guarantor is a party thereto or any of the transactions contemplated hereby or thereby, other than as expressly set forth herein (including the Retained Claims) or in the Equity Commitment Letter or in the Support Agreement to which the Guarantor is a party. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that Merger Sub has any unsatisfied payment obligations, payment of the Guaranteed Percentage of the Obligations in full in accordance with and subject to the terms and conditions (including the Cap) of this Limited Guarantee by the Guarantor (or by any other person, including Merger Sub on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligations with respect thereto. All payments hereunder shall be made in lawful money of the United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each each, an “Other Guarantor”) is are also entering into a limited guarantee in a form and substance guarantees substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) similar to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, “the Other Guarantees, the Equity Commitment Letters (as defined below) and the Support Agreements, and except as has been furnished to the Guarantor prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, as a primary obligor the payment, if and not merely as a suretywhen due, subject to the terms and conditions hereof, but only up to the Maximum Amount of such Guarantor’s respective Pro Rata Percentage (as defined in Section 24 below), the due and punctual payment, performance and discharge ) of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as when required to be paid by Parent pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d7.5(c) of the Merger Agreement and (c) to pay any amounts if and as required reimbursement obligations of Parent pursuant to Section 6.11(d7.5(d) and (b) any Reimbursement Obligations, if and when due, pursuant to Sections 5.13(d) or 5.13(e) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligationscollectively, the “Guaranteed Obligations”); provided that in no event shall either Guarantors’ liability under this Limited Guarantee exceed such Guarantor’s Pro Rata Percentage of $113,185,608.71 (such amount, plus the maximum aggregate liability amount to which the Company shall be entitled pursuant to Section 22 of this Limited Guarantee, being the Guarantor hereunder shall not exceed the “Maximum AmountLiability Cap”); provided, further, that this Limited Guarantee will expire and will have no further force or effect, and the Guaranteed Party Company and its Affiliates 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 (i) the no Guarantor shall in no any event be required to pay more than its respective Pro Rata Percentage of the Maximum Amount under, Liability Cap under or in respect of or in connection with this Limited Guarantee, and that no Guarantor or Guarantor Affiliate (iias hereinafter defined) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with with, this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money onlyexpressly set forth herein. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Holdings Hailiang Education International Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group HE Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) terms of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$3,000,000 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor shall in no event be required to pay more than the Maximum Amount under, under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)Party’s equityholders, Affiliates and Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, Guarantee or the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to and subject to the term of which the Guarantor has agreed to make certain equity contribution to Parent (the “Equity Commitment Letter”, together with the other equity commitment letters between Biomedical Treasure Limited and CC China (2019B) L.P., respectively, and Parent, collectively, the “Equity Commitment Letters”), or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. On October 26, 2020, CITIC Securities International Company Limited (“CSI”) entered into a commitment letter with Sponsor and certain other parties, committing to purchase or cause to be purchased certain equity interests of the Guarantor in cash in an amount set forth therein which commitment will be used by the Guarantor for purpose of funding its obligations hereunder. For purposes of this Limited Guarantee, “

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, Merger dated as of the date hereof August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings LimitedAffinity Merger Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”)Inc., CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct whollynewly-owned subsidiary of Parent formed Nevada corporation (“Merger Sub”), Z Capital Affinity Owner, LLC, a newly-formed Delaware limited liability company (“Parent” and, together with Merger Sub, the “Buyer Parties”) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”), the each Guarantor, intending to be legally bound, severally (and not jointly and severally) hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, (as a primary obligor and not merely as a surety) to the Guaranteed Party, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, performance and discharge by Parent and Merger Sub of the Guaranteed Percentage payment obligations of Parent’s obligation (a) Parent and Merger Sub to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to (i) the last sentence of Section 8.2(b)(iii5.22; (ii) Section 5.15(f), (iii) Section 5.15(g)(ii) and Section 5.15(g)(iv); (iii) Section 7.3(c); and (iv) Section 7.3(d) of the Merger Agreement, (b) to pay any amounts if if, as and as required pursuant to Section 8.2(d) of when such payment obligations become payable under and in accordance with the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) terms of the Merger Agreement (the foregoing obligations contemplated by and amounts, together with (but without duplication of) the immediately preceding clauses (a)Reimbursement Obligations described below in this Section 1, (b) and (c), being referred to herein collectively as the “Guaranteed Obligations”, and the with respect to each Guarantor, such Guarantor’s Guaranteed Participation Percentage of the Obligationsthereof, the its “Guaranteed Obligations”); provided provided, that in no event shall any Guarantor’s liability for any amount that becomes payable hereunder exceed such Guarantor’s Participation Percentage of such Guaranteed Obligations, less the maximum aggregate liability portion of such amount (if any) indefeasibly paid to the Guarantor hereunder shall Guaranteed Party by Parent, Merger Sub or any other Person that is not exceed rescinded or otherwise returned (such amount with respect to each Guarantor, the Maximum Amount“Cap”, and the aggregate Cap for all Guarantors, the “Total Cap”). As used herein, “Participation Percentage” with respect to a Guarantor means the percentage set forth opposite such Guarantor’s name on Schedule A hereto. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided in this Limited Guarantee. The Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iii) the Guarantor Guarantors shall not have any obligation or liability to any Company Related Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with under this Limited Guarantee, the Merger Agreement, the Support AgreementDebt Financing, the Debt Financing Commitment, the Equity Financing, the Equity Commitment Letter or any document or instrument delivered in connection with the Merger Agreement, Rollover Commitment Letter other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter or the Rollover Commitment Letter. This Limited Guarantee may be enforced only for the payment of money onlyin satisfaction of the Guaranteed Obligations by each Guarantor up to the Cap with respect to such Guarantor, and the Guaranteed Party agrees not to seek to enforce this Limited Guarantee for an amount in excess of the Cap with respect to each Guarantor or the Total Cap with respect to all Guarantors. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each If Parent or Merger Sub fails to pay when due any portion of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (eachObligations, an “Other Guarantee”) with then at the Guaranteed Party’s option, each Guarantor’s liability to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall become immediately due and payable by, each Guarantor, and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as the Guaranteed Obligations remain outstanding, unperformed, unsatisfied or unpaid, take any and all actions available under applicable Law to collect the Guaranteed Obligations (subject to the Cap and the Total Cap) from the Guarantors (provided, however, that each Guarantor shall only be required to pay its Participation Percentage of such Guaranteed Obligations). For purposes In furtherance of this Limited Guaranteethe foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for the full amount of the Obligations (subject to the Cap and the Total Cap) regardless of whether any action is brought against Parent or any other Person (provided, however, that in any such Proceeding, each Guarantor shall only be required to pay its Participation Percentage of such Guaranteed Obligations). Each Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if any Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is judicially determined by a court of competent jurisdiction which is no longer subject to further review or appeal that any Guarantor is required to make such payment hereunder (provided, however, that in any such Proceeding, each Guarantor shall only be required to pay its Participation Percentage of such Guaranteed Obligations). Amounts payable to the Guaranteed Party pursuant to the previous sentence shall be referred to herein as the “Reimbursement Obligations.”

Limited Guarantee. (a) To induce the Guaranteed Party Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO the Company, KAR Holdings LimitedII, an exempted company incorporated with LLC, a limited liability under the Laws of the Cayman Islands company (“ParentBuyer”), CBPO Group LimitedKAR Holdings, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc, a Delaware corporation and a direct wholly-owned subsidiary of Parent Buyer (“Holdings”) and KAR Acquisition, Inc, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”)” and together with Buyer and Holdings, and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “MergerBuyer Parties”), the Guarantor, intending to be legally bound, hereby Guarantor absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed PartyCompany, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due prompt and punctual complete payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iiiwhen due of 34.3373% (the “Guaranteed Percentage”) of the Merger Agreement, (b) to pay any amounts if and as required obligations of the Buyer Parties pursuant to and in accordance with: (i) Section 8.2(d8.3(d)(i) of the Merger Agreement and with respect to the Buyer Termination Fee; (cii) to pay any amounts if and as required pursuant to Section 6.11(d8.3(d)(ii) of the Merger Agreement with respect to the reimbursement of the Company Transaction Expenses; and (iii) Section 8.3(d)(iii) of the Merger Agreement with respect to the reimbursement of the Company Financing Fees and Expenses and the Credit Facility Fees and Expenses (the Guaranteed Percentage of the payment obligations contemplated by the immediately preceding identified in clauses (a)i) through (iii) above, (b) and (c), are collectively referred to herein as the “Obligations”); provided, and that, notwithstanding anything herein to the Guarantor’s contrary, in the event that Guarantor has actually paid the Guaranteed Percentage of the ObligationsBuyer Termination Fee pursuant to clause (i) above or the Guaranteed Percentage of the Company Transaction Expenses pursuant to clause (ii) above, Guarantor shall have no payment obligation with respect to the “Guaranteed Obligations”)Company Financing Fees and Expenses or the Credit Facility Fees and Expenses referenced in clause (iii) above; provided and provided, further that the maximum aggregate liability of amount payable by the Guarantor hereunder under this Limited Guarantee (exclusive of any amounts required to be paid by Guarantor pursuant to and in accordance with Section 16 hereof (the “Prevailing Party Costs”)) shall not exceed the Maximum Amount, aggregate of Thirteen Million Seven Hundred Thirty Four Thousand and Nine Hundred Forty U.S. Dollars (U.S.$13,734,940) (the Guaranteed Party hereby agrees “Cap”); it being understood that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. Except for Prevailing Party Costs, the Company hereby agrees that in no event shall the Guarantor be required to pay to any Person under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement, more than the Cap, and (iii) the that Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with with, this Limited GuaranteeGuarantee other than as expressly set forth herein. Should either of the Buyer Parties default in the prompt and complete payment or performance of the Obligations, the Merger AgreementGuarantor’s obligations hereunder shall become immediately due and payable to the Company. The Company shall provide Buyer and Guarantor with reasonable documentation, as applicable, of the Support Agreement, or any document or instrument delivered in connection Company Financing Fees and Expenses and the Company Transaction Expenses and shall use reasonable best efforts to provide Buyer with reasonable documentation of the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money onlyCredit Facility Fees and Expenses. All payments sums payable by the Guarantor hereunder shall be made in United States dollars in immediately available funds. The Company may, unless otherwise agreed by in its sole discretion, bring and prosecute a separate action or actions against the parties hereto. Concurrently with Guarantor for the delivery of this Limited Guarantee, each full payment of the parties set forth on Schedule A Obligations, subject to the Cap (each an “plus any Prevailing Party Costs), regardless of whether the action is brought against one or both of the Buyer Parties or any Other Guarantor”) Guarantor or whether one or both of the Buyer Parties or any Other Guarantor is also entering into a limited guarantee joined in a form and substance substantially identical (other than for any such action or actions. Notwithstanding anything to the definitions of “Guaranteed Percentage” and “Maximum Amount”) to contrary contained in this Limited Guarantee (eachor any other document, an “Other Guarantee”) with the Guaranteed Party. For purposes obligations of the Guarantor under this Limited Guarantee, “Guarantee and of any Other Guarantor under any Other Guarantee shall be several and not joint.

Limited Guarantee. (a) 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 timetime in accordance with its terms, the “Merger Agreement”), by and ) among CBPO Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands (“ParentHoldCo”), CBPO Group Unicorn II Parent Limited, an exempted company incorporated with limited liability under the Laws laws of the Cayman Islands and a direct wholly-owned subsidiary of HoldCo (“Parent”), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability 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 with the Guaranteed Party surviving the merger (the “Merger”), the GuarantorGuarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees guarantee to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of 3.82% (the “Guaranteed Percentage Percentage”) of ParentHoldCo’s obligation (ai) to pay the Guaranteed Party the Parent HoldCo Termination Fee if and as required when due pursuant to Section 8.2(b)(iii9.3(b) of the Merger Agreement, (bii) to pay any amounts if and when due pursuant to Section 9.3(d) of the Merger Agreement, and (iii) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d7.5(g) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (ai), (bii) and (c)iii) collectively, without regard to the “Obligations”, and the Guarantor’s Guaranteed Percentage of the ObligationsPercentage, the “Guaranteed Obligations”); provided that (x) the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed US$2,455,796 less the Guaranteed Percentage of any amount actually paid by or on behalf of HoldCo to the Guaranteed Party in respect of the Guaranteed Obligations (the “Maximum Amount”), (y) the liabilities of each Guarantor hereunder shall be several, and not joint and several, based on its pro rata percentage as set forth opposite each Guarantor’s name in Schedule A hereto (each, a “Pro Rata Percentage” of the relevant Guarantor) (subject to adjustment by the Guarantors from time to time, provided that such adjustment shall be accompanied by the assignment of the corresponding portions of the rights and obligations hereunder pursuant to Section 11 in relation to the adjusted liabilities of the Guarantors and shall be notified to the Guaranteed Party substantially concurrently with (and in any event within 24 hours of) the adjustment; provided further that in any event the total Pro Rata Percentage of the Guarantors (including any permitted assigns) shall always equal 100%); and (z) the maximum aggregate liability of each Guarantor hereunder with respect to the Guaranteed Percentage of the Guaranteed Obligations shall not exceed such Guarantor’s Pro Rata Percentage of the Maximum Amount (each, a “Pro Rata Percentage Maximum Amount”), and the Guaranteed Party hereby agrees that (iA) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, and no Guarantor shall in any event be required to pay more than its Pro Rata Percentage Maximum Amount under or in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to the Maximum Amount, and (iiiB) the no Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out of or in connection with this Limited Guarantee, the Merger AgreementAgreement or the letter agreement dated on or around date hereof between the Guarantors and HoldCo, pursuant to which the Support Agreement, or any document or instrument delivered in connection with Guarantors have agreed to make a certain equity contribution to HoldCo (the Merger Agreement“Equity Commitment Letter”), other than as expressly set forth herein or in the Retained Claims (as defined below)Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. The Guaranteed Party, by execution of this Limited Guarantee, further acknowledges that, in the event that HoldCo has any unsatisfied Guaranteed Obligations, payment of the Pro Rata Percentage of the Guaranteed Percentage of the Guaranteed Obligations in accordance with and subject to the terms and conditions hereof (including the applicable Pro Rata Percentage Maximum Amount) by any Guarantor (or by any other person on behalf of such Guarantor) shall constitute satisfaction in full of such Guarantor’s obligations with respect thereto. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of Unicorn Holding Partners LP, Aspex Master Fund, Yunqi China Special Investment A, WSCP VIII EMP Onshore Investments L.P., WSCP VIII EMP Offshore Investments L.P., West Street Capital Partners VIII, L.P., West Street Capital Partners VIII - Parallel, L.P., WSCP VIII Offshore Investments, SLP, Xxxxxxx Xxxxx Asia Strategic II Pte. Ltd., West Street Private Markets 2021, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Proprium Real Estate Special Situations Fund, LP, Xx Xxxx Da Sirius Inv. Limited, Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and Newquest Asia Fund IV (Singapore) Pte. Ltd. (collectively, the parties set forth on Schedule A (each “Other Guarantors,” and each, an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (collectively, the “Other Guarantees,” and each, an “Other Guarantee”) with the Guaranteed Party. For purposes of The Guaranteed Party represents to the Guarantors that, other than this Limited Guarantee, “the Other Guarantees and the Equity Commitment Letters (as defined below), and except as has been furnished to the Guarantors prior to the date hereof, there has been and will be no agreement, understanding or other arrangement (whether written or oral) entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees. This Limited Guarantee shall become effective upon the substantially simultaneous signing of this Limited Guarantee and the Other Guarantees.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain an Agreement and Plan of Merger, dated as of the date hereof July 24, 2006, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement), by and among CBPO Holdings LimitedHercules Holding II, an exempted company incorporated with LLC, a Delaware limited liability under the Laws of the Cayman Islands company (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Hercules Acquisition Corporation(“Merger Sub”), a Delaware corporation and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”)Party, the Guarantor, intending to be legally bound, Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) 15.1% of the payment obligations of Parent and Merger AgreementSub under Section 7.10(a), (bSection 7.11, Section 9.2(d) to pay any amounts if and as required pursuant to the second sentence of Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d9.2(f) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than shall the Maximum Amount underGuarantor’s liability under this Guarantee exceed $75,500,000 (the “Cap”), in respect of or in connection with this Limited Guarantee, (ii) it being understood that this Limited Guarantee may not be enforced without giving effect to the Maximum AmountCap. In furtherance of the foregoing, the Guarantor acknowledges that its liability hereunder shall extend to 15.1% of the Obligations (subject to the Cap), and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to that the Guaranteed Party Group may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for 15.1% of the Obligations (as defined belowsubject to the Cap)) relating to, arising out regardless of or in connection with this Limited Guaranteewhether action is brought against Parent, the Merger Agreement, the Support Agreement, Sub or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This guarantor pursuant to a Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each dated as of the parties set forth on Schedule A date hereof to be entered into between the Guaranteed Party and such other guarantor (each an the “Other GuarantorGuarantors”) or whether Parent, Merger Sub or any Other Guarantor is also entering into a limited guarantee joined in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “any such action or actions.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, hereby each Guarantor absolutely, irrevocably and unconditionally guarantees to the Guaranteed Partyguarantees, as a primary obligor and not merely as a surety, severally and not jointly and not jointly and severally, to the Guaranteed Party, on the terms and subject to the conditions set forth in this Limited Guarantee, the payment and performance of Parent’s payment obligation of: (a) the Parent Termination Fee pursuant to and in accordance with Section 8.3(c) of the Merger Agreement; (b) the Reimbursement and Indemnification Obligations pursuant to and in accordance with Section 6.11(h) of the Merger Agreement; (c) the Enforcement Expenses pursuant to and in accordance with Section 8.3(f) of the Merger Agreement; (d) the Guaranteed Party’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred in connection with a Legal Proceeding which results in a judgement against the Guarantors for enforcing this Limited Guarantee (the “Guarantee Expenses”); (e) Parent’s or Purchaser’s liability for Fraud under the Merger Agreement; and (f) fees, costs and expenses required to be paid by Parent or Purchaser and, after the Closing, the Surviving Corporation in connection with the Transactions (clauses (a) through (f), collectively, the “Guaranteed Obligations”) arising under, or in connection with and on the terms and subject to the conditions hereof, but only up set forth in the Merger Agreement. Each Guarantor’s guarantee of the Guaranteed Obligations shall be in an amount equal to the percentage of the Maximum Amount (as defined below), the due and punctual payment, performance and discharge of the Guaranteed Percentage of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement and (c) to pay any amounts if and as required pursuant to Section 6.11(d) of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the set forth opposite such Guarantor’s Guaranteed Percentage of the Obligations, the name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Guaranteed ObligationsMaximum Guarantor Amount”). Notwithstanding anything to the contrary set forth herein: (i) the maximum liability of each Guarantor shall not exceed the Maximum Guarantor Amount; provided that (ii) the maximum aggregate liability of the Guarantor hereunder Guarantors shall not exceed the Maximum Amount, ; and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (iiiii) this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Amount and each Maximum Guarantor Amount. Except with respect to an Excluded Claim, the Guaranteed Party agrees that: (A) the Guarantors shall in no event be required to pay to any Person in the aggregate more than the Maximum Amount under, or in respect of, or in connection with the Merger Agreement, the Equity Financing Commitment or this Limited Guarantee; (B) each Guarantor shall in no event be required to pay to any Person in the aggregate more than the Maximum Guarantor Amount under, or in respect of, or in connection with the Merger Agreement, the Equity Financing Commitment or this Limited Guarantee; and (iiiC) the each Guarantor shall not have any obligation or liability to any Person (includingunder this Limited Guarantee other than as expressly set forth herein. “Excluded Claim” means a claim to enforce a Person’s funding obligations under the Equity Financing Commitment, without limitation, including as a result of the exercise of the Guaranteed Party of its rights to specific performance. The “Maximum Amount” shall mean $32,500,000 less all amounts paid by or on behalf of Parent with respect to the Guaranteed Party Group (as defined below)) relating to, arising out of or Obligations. In no event will anything in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for limit any Guarantor’s obligations under the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Equity Financing Commitment.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof hereof, entered into by and among the Guaranteed Party, Ozark Holdings, LLC, a Delaware limited liability company (“Parent”), and Sweet Oak Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands 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 (the “Merger”), the Guarantor, intending to be legally bound, each Guarantor hereby absolutely, irrevocably unconditionally and unconditionally irrevocably, severally (but not jointly or jointly and severally), guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount Cap (as defined below), the due and punctual payment, performance payment and discharge of the Guaranteed Percentage such Guarantor’s respective percentage, as set forth opposite such Guarantor’s name on Schedule A hereto (such Guarantor’s “Maximum Guarantor Percentage”) of Parent’s obligation obligations with respect to (a) to pay the Guaranteed Party the Parent Termination Fee if Fee, if, as and as required when due pursuant to to, and in accordance with, the terms and conditions of Section 8.2(b)(iii7.6(c) of the Merger Agreement, (b) the Enforcement Expenses, to pay any amounts if the extent payable by Parent to the Company pursuant to, and as required pursuant to in accordance with, Section 8.2(d7.6(c) of the Merger Agreement Agreement, and (c) to pay any amounts if and as required reimbursement and/or indemnification obligations that may arise pursuant to Section 6.11(d5.14 or Section 5.20(c) of the Merger Agreement Agreement, subject to the limitations set forth therein (the obligations contemplated by the immediately preceding described in clauses (a), (b) and (c)) above, collectively, the “Expense Obligations”” and, and together with the Guarantor’s Guaranteed Percentage of the Obligationsobligation described in clause (a) above, collectively, the “Guaranteed Obligations”); provided that in no event shall the maximum amount of any Guarantor’s aggregate liability under this Limited Guarantee exceed an amount equal to such Guarantor’s Maximum Guarantor Percentage of the Guarantor hereunder shall not exceed sum of (x) the Maximum AmountParent Termination Fee and (y) the Expense Obligations (such maximum aggregate amount, and the “Cap”). Notwithstanding anything to the contrary in this Limited Guarantee, the Merger Agreement or any other agreement, the Guaranteed Party hereby agrees that (i) that, in each instance except in the Guarantor shall case of fraud or Willful and Material Breach of the Merger Agreement by Parent or Merger Sub, in no event shall any Guarantor be required to pay more than any amount to the Maximum Amount Guaranteed Party or any Affiliate thereof under, in respect of of, or in connection with this Limited Guarantee, (ii) the Merger Agreement or any other agreement, in excess of such Guarantor’s Maximum Guarantor Percentage of the Cap, and that none of the Guarantors shall have any liability or obligation to any Person relating to, arising out of, or in connection with this Limited Guarantee, the Merger Agreement, or any other agreement, other than as expressly set forth herein. The parties hereto agree that, in each instance except in the case of fraud or Willful and Material Breach of the Merger Agreement by Parent or Merger Sub, this Limited Guarantee may not be enforced without giving effect to the Cap and the immediately preceding sentence. The Guaranteed Party may, in its sole discretion, bring and prosecute a separate action against each Guarantor for the amount of such Guarantor’s Maximum Amount, and Guarantor Percentage of the Obligations (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, subject to the Cap). The Guaranteed Party Group (as defined below)) relating tocovenants and agrees that it and its Affiliates shall not, arising out in each instance except in the case of fraud or in connection with this Limited Guarantee, Willful and Material Breach of the Merger AgreementAgreement by Parent or Merger Sub, commence any legal proceeding, directly or indirectly, asserting that any Guarantor is liable for an aggregate amount in excess of its respective Maximum Guarantor Percentage of the Support Agreement, or any document or instrument delivered in connection with Cap. The guarantee by the Merger Agreement, other than Guarantors of the Retained Claims (as defined below). This Obligations under this Limited Guarantee may be enforced for the payment of money only; the Parent Guarantor covenants and agrees that it and its Affiliates shall not sell any Company Common Stock in order to fund their Obligations hereunder. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds, unless otherwise agreed by funds within two (2) Business Days of payment becoming due under the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Merger Agreement.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified it may be amended from time to time-to-time, the “Merger Agreement”; capitalized terms used but not defined in this Limited Guarantee shall have the meanings ascribed to such terms under the Merger Agreement), by and among CBPO Holdings LimitedKDR Holding, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc., a newly-formed Delaware corporation (“Parent”), CBPO Group LimitedKDR Acquisition, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and Inc., a direct newly-formed Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger SubPurchaser”), ) and the Guaranteed Party, pursuant to which Merger Sub will merge with and into each of the Guaranteed Party with the Guaranteed Party surviving the merger (the “Merger”)Guarantors, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor severally and not merely as a surety, subject to the terms and conditions hereof, but only up to the Maximum Amount jointly (based on their respective Pro Rata Portions (as defined below)), hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment, performance on the terms and discharge of subject to the Guaranteed Percentage conditions hereof, the Guarantor’s Pro Rata Portion (as defined below) of Parent’s and/or Purchaser’s obligation (ai) to pay the Guaranteed Party the Parent Termination Fee if damages incurred as a result of any willful and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) material breach of the Merger Agreement and (c) by Parent or Purchaser prior to pay any amounts if and as required pursuant to Section 6.11(d) a termination of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (aGuaranteed Party pursuant to Section 7.1(b), (bSection 7.1(g) or Section 7.1(h) thereof and (c), the “Obligations”, ii) to pay when due Parent’s and the GuarantorPurchaser’s Guaranteed Percentage payment obligations under Article 1 and Article 2 of the ObligationsMerger Agreement if Parent and Purchaser fail for any reason to pay such amounts when due (collectively, the “Guaranteed Obligations”); provided provided, that the maximum aggregate liability of the Guarantor Guarantors hereunder shall not exceed an amount equal to the Maximum Amountsum of (a) Two Hundred Forty Million Five Hundred Eighty-Four Thousand Two Hundred Eighty-Seven Dollars ($240,584,287) and (b) to the extent that the Guaranteed Party is the prevailing party in connection with the enforcement of its rights under or in respect of this Limited Guarantee or under the Equity Commitment Letter, all reasonable out-of-pocket costs and expenses (including attorney’s fees and expenses) incurred by the Guaranteed Party in connection with the enforcement of its rights under or in respect of this Limited Guarantee or under the Equity Commitment Letter (collectively, the “Cap”) and the Guaranteed Party hereby agrees that (i) the Guarantor Guarantors shall in no event be required to pay more than the Maximum Amount under, in respect of of, or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to more than the Maximum Amount, Cap and (iii) that the Guarantor Guarantors shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) person relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, Guarantee other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties expressly set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee herein, and it being further understood that in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to no event shall this Limited Guarantee (eachbe enforced without giving effect to the Cap. The “Pro Rata Portion” for XX XX shall be 66.61%, an and the “Other Guarantee”) with the Guaranteed Party. For purposes of this Limited Guarantee, “Pro Rata Portion” for XX XX-A shall be 33.39%.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain the Agreement and Plan of Merger, dated as of the date hereof October 5, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CBPO Holdings LimitedRazor Holdco Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands a Delaware corporation (“Parent”), CBPO Group Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Razor Merger Sub Inc. a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger SubSubsidiary”), and the Guaranteed Party, pursuant to which Merger Sub Subsidiary will merge with and into the Guaranteed Party Party, with the Guaranteed Party surviving the merger (the “Merger”)as a wholly-owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject pursuant to the terms and conditions hereof, but only up subject to the Maximum Amount (as defined below)conditions herein, the due and punctual paymentobservance, performance and discharge of the Guaranteed Percentage payment obligations of Parent’s obligation (a) Parent to pay when due the Parent Termination Fee, up to an amount equal to the Maximum Aggregate Amount (as defined below) (such amount, the Guarantor’s “Obligations”). In no event shall the Guarantor’s Obligations exceed Twenty Five Million Dollars ($25,000,000) (the “Maximum Aggregate Amount”). The Guarantor reserves the right to (i) set-off any amount owed hereunder by the Guarantor against any payment owing by the Guaranteed Party to Parent or the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d) of the Merger Agreement Guarantor and (cii) assert any and all defenses which Parent may have to pay any amounts if and as required pursuant to Section 6.11(d) payment of the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c), the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed Obligations”); provided . The parties agree that the maximum aggregate liability of the Guarantor hereunder shall not exceed the Maximum Amount, and the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced without giving effect to limitations on the Guarantor’s liability in the amount of its Obligations and the Guarantor’s aggregate liability in the Maximum Aggregate Amount. If Parent fails to pay the Obligations when due, and (iii) then all of the Guarantor shall not have any obligation or liability to any Person (including, without limitation, Guarantor’s liabilities to the Guaranteed Party Group (as defined below)) relating tohereunder in respect of such Obligations shall, arising out of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds, unless otherwise agreed by the parties hereto. Concurrently with the delivery of this Limited Guarantee, each of the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for the definitions of “Guaranteed Percentage” and “Maximum Amount”) to this Limited Guarantee (each, an “Other Guarantee”) with at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Obligations from the Guarantor. For purposes In furtherance of this Limited Guaranteethe foregoing, “the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations (subject to the Maximum Aggregate Amount) regardless of whether any action is brought against Parent.

Limited Guarantee. (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to timetime pursuant to the terms thereof, the “Merger Agreement”), by and among CBPO Holdings LimitedGinger Acquisition, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc., a Delaware corporation (“Parent”), CBPO Group LimitedGinger Merger Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands Inc., a Delaware corporation and a direct 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 Party, with the Guaranteed Party surviving continuing as the Surviving Corporation (such merger (and the other transactions contemplated by the Merger Agreement, the “MergerTransaction”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally unconditionally, guarantees to the Guaranteed Party, as a primary obligor and not merely as a surety, subject to on the terms and conditions hereof, but only up to the Maximum Amount (as defined below)set forth herein, the due and punctual payment, performance and discharge payment of 50% (the “Guaranteed Percentage”) of the Guaranteed Percentage obligations of Parent’s obligation , with respect to the payment of (ai) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 8.2(b)(iii) of the Merger Agreement, (b) to pay any amounts if and as required pursuant to Section 8.2(d7.5(f) of the Merger Agreement and (cii) Parent’s reimbursement and indemnity obligations pursuant to, and to pay any amounts if and as required pursuant to the extent set forth in, Section 6.11(d5.19(d) of the Merger Agreement, if and when such payment obligation becomes payable under the Merger Agreement (the obligations contemplated by the immediately preceding clauses (a), (b) and (c)collectively, the “Obligations”, and the Guarantor’s Guaranteed Percentage of the Obligations, the “Guaranteed ObligationsObligation”); provided that that, notwithstanding anything to the maximum contrary contained in this Limited Guarantee, (A) in no event shall the aggregate liability of the Guarantor hereunder shall not under this Limited Guarantee exceed $11,317,500 (the Maximum Amount, “Cap”) and (B) the Guaranteed Party hereby agrees that (i) the Guarantor shall in no event be required to pay more than the Maximum Amount under, in respect of or in connection with this Limited Guarantee, (ii) this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Maximum Amount, Cap (and (iii) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party Group (as defined below)) relating to, arising out provisions of or in connection with this Limited Guarantee, the Merger Agreement, the Support Agreement, or any document or instrument delivered in connection with the Merger Agreement, other than the Retained Claims (as defined below). This Sections 8 and 9 hereof)This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States dollars States, in immediately available funds. If Parent fails to discharge any portion of the Obligations when due, unless otherwise agreed by upon the parties hereto. Concurrently Guaranteed Party’s demand, the Guarantor’s liability to the Guaranteed Party hereunder in respect of such portion of the Obligation (up to the Cap) shall become immediately due and payable, and 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 discharge the Obligation, take any and all actions available hereunder to collect the Obligation, subject to the Cap in accordance with the delivery terms of this Limited Guarantee. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement. This Limited Guarantee, each together with the limited guarantee of Patient Square Equity Partners, LP, a Delaware limited partnership (“PSC” or the parties set forth on Schedule A (each an “Other Guarantor”) is also entering into a limited guarantee in a form and substance substantially identical (other than for delivered to the definitions Guaranteed Party as of “Guaranteed Percentage” and “Maximum Amount”) to the date of this Limited Guarantee (each, an the “Other Limited Guarantee”) with ), are collectively referred to as the Guaranteed Party. For purposes of this “Limited Guarantee, “Guarantees.”