EX-99.7 4 tm236084d1_ex99-7.htm EXHIBIT 99.7

Exhibit 99.7

EXECUTION VERSION

Dated 19 August 2021

GENTAO CAPITAL LIMITED
as the Mortgagor

in favour of

BOLD ALLY (CAYMAN) LIMITED
as the Mortgagee

EQUITABLE SHARE MORTGAGE

(in respect of Class A ordinary shares held by the Mortgagor in 21Vianet Group, Inc.)

Warning: Stamp Duty will be payable if an original of this document is brought into the Cayman Islands

Contents

Clause		Page

1	Definitions and Interpretation	3
2	Payment of Secured Obligations	6
3	Security	6
4	Perfection of Security	7
5	Delivery of Documents	8
6	Further Assurance	10
7	Restrictions on Dealings	11
8	Operations Before and After Enforcement	11
9	Enforcement of Security	12
10	Powers of Sale	13
11	Appointment of Receiver	14
12	Powers of Receiver	15
13	Application of Monies	18
14	Receipt and Protection of purchasers	18
15	Power of Attorney	19
16	Representations	19
17	Effectiveness of Security	20
18	Release of Security	23
19	Subsequent and Prior Security Interests	24
20	Discretion and Delegation	24
21	Changes to Parties	25
22	Amendments and Waivers	25
23	Notices	25
24	Rights of third parties	25
25	Counterparts	26
26	Governing Law	26
27	Jurisdiction	26
Schedule 1		27
Schedule 2		28
Schedule 3		29
Schedule 4		29

THIS DEED OF EQUITABLE SHARE MORTGAGE is made on August 19 2021

Between

GenTao Capital Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands with registration number 1759132 and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the Mortgagor);

and

Bold Ally (Cayman) Limited, as lender (the Mortgagee, which expression shall include its successors, assigns and transferees).

NOW THIS DEED WITNESSES as follows:

Definitions and Interpretation

1.1

Definitions

ADS means an American depositary share issued by the Depositary, each representing 6 Company Class A Shares.

ADS Conversion Process means the process comprising of the deposit of all or any part of the Company Class A Shares with the Depositary (or its nominee) in exchange for the issuance by the Depositary of a corresponding number of ADSs representing the Company Class A Shares being exchanged.

BVI Act means the BVI Business Companies Act (As Revised).

Collateral Rights means all rights, powers and remedies of the Mortgagee or any Receiver (or any Delegate pursuant to this Deed or the Finance Documents) provided by or pursuant to this Deed or by law.

Companies Act means the Companies Act (As Revised) of the Cayman Islands.

Company means 21Vianet Group, Inc., an exempted company incorporated under the laws of the Cayman Islands with company number 232198 and its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Company Class A Shares means class A ordinary shares in the capital of the Company which has a par value of US$0.00001 each.

Delegate means any delegate, agent, attorney or co-trustee appointed by the Mortgagee or a Receiver.

Depositary has the meaning given to that term in the Facility Agreement.

Facility Agreement means the term loan facility agreement dated on or around the date of this Deed between, among others, GenTao Capital Limited as borrower, Beacon Capital Group Inc., Fast Horse Technology Limited, Sunrise Corporate Holding Ltd. and Sheng Chen as guarantors and Bold Ally (Cayman) Limited as lender.

Finance Document has the meaning given to that term in the Facility Agreement.

Further Shares means all Company Class A Shares held by the Mortgagor which are required under clause 19.1 (Margin call), clause 20.25 (Condition Subsequent) or any other provisions of the Facility Agreement to become subject to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed and which are specified as such in each duly completed Top-Up Notice in form and substance satisfactory to the Mortgagee accompanied by the documents referred to in Clause 5(c) (Delivery of Documents).

Initial Company Class A Shares means all Company Class A Shares owned by the Mortgagor as at the date of this Deed (if any).

Initial Shares means the Initial Company Class A Shares.

Mortgaged Property means the Shares and all present and future assets, rights, title, interests, advantages and benefits of the Mortgagor deriving from or incidental to any of the Shares including all Related Rights, which are the subject of the security created or expressed to be created in favour of the Mortgagee by or pursuant to this Deed.

Obligors has the meaning given to that term in the Facility Agreement.

Register of Members means the Register of Members of the Company (including any applicable branch register and non-listed shares register) maintained by the Company in accordance with the Companies Act.

Related Rights means, in relation to any Mortgaged Property:

(a)

any proceeds of sale, transfer, redemption, substitution, exchange, conversion or other disposal, or agreement for sale, transfer, redemption, substitution, exchange, conversion or other disposal, of;

(b)

any moneys or proceeds paid or payable (including interest and dividends) deriving from;

(c)

any rights (including to securities), claims, guarantees, indemnities, security or covenants for title in relation to;

(d)

any awards or judgments in favour of the Mortgaged Property in relation to;

(e)

any certificate or other evidence of title to;

(f)

all other rights, powers, benefits and privileges, present and future, which the Mortgagor may have in respect of; and

(g)

any other assets or property deriving from,

the Shares from time to time, including (A) any ADSs issued in exchange for the deposit of Shares with the Depositary (or its nominee) in accordance with clause 20.25 (Conditions Subsequent) and clause 19.1 (Margin call) of the Facility Agreement and the ADS Conversion Process and (B) all other securities, assets or rights which the Mortgagor may have to any or all of the Shares which are deposited with or registered in the name of the Depositary or any other depositary, custodian, nominee, clearing house or system, investment manager, chargee or other similar person or their nominee, in each case whether or not on a fungible basis (including any rights against any such person).

Restrictions Notice means a restrictions notice as defined in section 244(1) of the Companies Act.

Secured Obligation means all present and future obligations and liabilities of the Obligors (or any of them) in favour of the Mortgagee under the Facility Agreement, this Deed and other Finance Documents (or any of them) (as amended, restated, supplemented and/or novated from time to time), whether actual or contingent and whether owed or incurred alone or jointly and/or severally with another and as principal or as surety or in any other capacity or of any nature.

Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full and the Mortgagee is under no further obligation to provide financial accommodation to any of the Obligors under any of the Finance Documents.

Share Registrar means the share registrar for the Company (being Maples Fund Services (Cayman) Limited as at the date of this Deed).

Shares means:

(a)

the Initial Company Class A Shares;

(b)

the Further Shares; and

(c)

any Company Class A Shares acquired by the Mortgagor in respect of Shares by reason of a stock split, stock dividend paid or made in respect of Shares in the form of Company Class A Shares, reclassification, conversion or otherwise; and

(d)

any Company Class A Shares released or returned by the Depositary (or its nominee) to the Mortgagor as a result of:

(A)

any Shares being unable to be deposited with the Depositary in accordance with the ADS Conversion Process for any reason; or

(B)

any ADSs previously issued in exchange for the deposit of such Shares being surrendered for the purpose of withdrawal of the Company Class A Shares represented thereby (whether or not at the direction of the Mortgagee).

Top-Up Notice means a notice from the Mortgagor to, and executed by way of approval by, the Mortgagee substantially in the form set out in Schedule 4 to this Deed.

Voting Rights Notice has the meaning given to it in Clause 8.3 (Voting: After Enforcement).

1.2

Construction

In this Deed:

(a)

unless the context otherwise requires or a contrary intention appears, any term which is used but not defined in this Deed shall have the same meaning as defined in the Facility Agreement;

(b)

the provisions in clause 2.1 (Construction) of the Facility Agreement apply to this Deed, except that references therein to "this Agreement" shall be construed as references to this Deed; and

(c)

references in this Deed to any Clause or Schedule shall be to a clause or schedule contained in this Deed.

Payment of Secured Obligations

The Mortgagor hereby covenants with the Mortgagee that it shall on demand pay and discharge each of the Secured Obligations on its due date as provided for in the Finance Documents.

Security

(a)

As legal and beneficial owner and as continuing security for the due and prompt discharge and payment of the Secured Obligations, the Mortgagor hereby:

(i)

mortgages in favour of the Mortgagee by way of a first equitable mortgage all its right, title and interest in and to the Shares; and

(ii)

charges in favour of the Mortgagee, by way of a first fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property (to the extent not effectively mortgaged under Clause 3(a)(i)).

(b)

The Mortgagor hereby authorises the Mortgagee to arrange at any time following the occurrence of an Event of Default which is continuing for the Mortgaged Property or any part thereof to be registered in the name of the Mortgagee (or its nominee) thereupon to be held, as so registered, subject to the terms of this Deed and at the request of the Mortgagee, the Mortgagor shall without delay procure that the foregoing shall be done.

Perfection of Security

(a)

The Mortgagor shall (to the extent any Initial Company Class A Shares exist as at the date of this Deed) promptly after execution of this Deed (or, in respect of any Additional Ordinary Shares (as defined below) acquired after the date of this Deed, promptly after such Additional Ordinary Shares become subject to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed) procure that the following notation to be entered on the Register of Members provided that such notation shall be completed to reflect the details of the relevant Shares:

"The [ ] class A ordinary shares issued and registered in the name of GenTao Capital Limited represented by share certificate[s] number [ ] [and [ ]] are mortgaged and charged in favour of Bold Ally (Cayman) Limited pursuant to an equitable share mortgage dated [Date] 2021, as amended from time to time. The date that this annotation is made is [Date]."

(b)

The Mortgagor shall provide the Mortgagee with a certified true copy of an extract of the Register of Members with the annotation referred to in paragraph (a) above (to the extent any Initial Company Class A Shares exist as at the date of this Deed) within five Business Days of the date of this Deed (or, in respect of any Additional Ordinary Shares (as defined below) acquired after the date of this Deed, within five Business Days of the date on which such Additional Ordinary Shares become subject to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed).

(c)

The Mortgagor shall:

(i)

promptly after the execution of this Deed, instruct its British Virgin Islands registered agent to create and maintain a register of charges for the Mortgagor in accordance with section 162 of the BVI Act (the Register of Charges) to the extent that this has not already been done;

(ii)

promptly after the execution of this Deed, enter particulars as required by the BVI Act of the security created pursuant this Deed in the Register of Charges and promptly after entry of such particulars has been made, and in any event within five Business Days of the date of this Deed, provide the Mortgagee with a certified true copy of the updated Register of Charges;

(iii)

effect registration, or assist the Mortgagee in effecting registration, of this Deed with the Registrar of Corporate Affairs pursuant to section 163 of the BVI Act by making the required filing or assisting the Mortgagee in making the required filing in the approved form with the Registrar of Corporate Affairs and (if applicable) provide confirmation in writing to the Mortgagee that such filing has been made within three Business Days after the date this Deed is entered into; and

(iv)

if the registration referred to in paragraph (iii) above is not being effected by or on behalf of the Mortgagee, promptly on receipt, and in any event within 21 days of the date of this Deed, deliver or procure to be delivered to the Mortgagee, the certificate of registration of charge issued by the Registrar of Corporate Affairs and the filed stamped copy of the Register of Charges containing the relevant particulars of the security created by this Deed.

Delivery of Documents

(a)

To the extent any Initial Company Class A Shares exist as at the date of this Deed, the Mortgagor shall, on the date of this Deed, deposit with the Mortgagee (or procure the deposit with the Mortgagee of) the following documents in form and substance satisfactory to the Mortgagee:

(i)

original valid and duly issued share certificates representing the Initial Shares;

(ii)

an instrument of transfer in respect of the Initial Company Class A Shares in the form set out in Schedule 1 to this Deed (a Class A Shares Instrument of Transfer) which has been duly executed by the Mortgagor as transferor in blank (with the date, the name of the transferee and the number of shares left blank);

(iii)

an irrevocable proxy and irrevocable power of attorney made in respect of the Initial Company Class A Shares in the form set out in Schedule 2 to this Deed (a Class A Shares Irrevocable Proxy and PoA) which has been duly executed by the Mortgagor in blank (with the date and the number of shares left blank); and

(iv)

a notice of charge from the Mortgagor to the Company in respect of the Initial Shares in the form set out in Schedule 3 to this Deed (a Notice of Charge) which has been duly executed by the Mortgagor,

the Class A Shares Instrument of Transfer, the Class A Shares Irrevocable Proxy and PoA, and the Notice of Charge, together, the Security Deliverables.

(b)

The Mortgagor shall, in accordance with clause 20.25 (Conditions Subsequent) of the Facility Agreement, deposit with the Mortgagee (or procure the deposit with the Mortgagee of) such documents as the Mortgagee deems necessary or desirable for the ADS Conversion Process in form and substance satisfactory to the Mortgagee.

(c)

If at any time, any Shares (other than the Initial Company Class A Shares) become subject to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed (including, for the avoidance of doubt, the Further Shares and the Shares pursuant to paragraphs (c) and (d) of the definition of "Shares") (such shares, the Additional Ordinary Shares), the Mortgagor shall, deliver (or procured there to be delivered) to the Mortgagee the following documents in form and substance satisfactory to the Mortgagee, [(i) in the case of any Additional Ordinary Shares that are Further Shares, on or prior to the date on which such Further Shares are required to be furnished as Security pursuant to clause 19.1 (Margin call), clause 20.25 (Conditions Subsequent) or any other provisions of the Facility Agreement (or, in respect of the documents set out in paragraph (v) below only, if later, the date on which any documents in respect of such Additional Ordinary Shares are required to be delivered under paragraph (c) of clause 20.25 (Conditions Subsequent) of the Facility Agreement) and (ii) in the case of other Additional Ordinary Shares, on the date on which such Additional Ordinary Shares become so subject to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed (or, in respect of the documents set out in paragraph (v) below only, if later, the date on which any documents in respect of such Additional Ordinary Shares are required to be delivered under paragraph (c) of clause 20.25 (Conditions Subsequent) of the Facility Agreement):

(i)

(in respect of any Additional Ordinary Shares which are Further Shares) a Top-Up Notice;

(ii)

a certified true copy of an extract of the Register of Members showing the Mortgagor as the registered owner of the Additional Ordinary Shares;

(iii)

original valid and duly issued share certificates representing such Additional Ordinary Shares;

(iv)

all Security Deliverables in respect of such Additional Ordinary Shares (each of which has been duly executed by the Mortgagor in the manner set out in paragraph (a) above in form and substance satisfactory to the Mortgagee; and

(v)

all such documents as the Mortgagee deems necessary or desirable for the ADS Conversion Process in respect of such Additional Ordinary Shares in form and substance satisfactory to the Mortgagee.

(d)

On the date of any removal or resignation of any director of the Mortgagor who executed any Security Deliverables or any documents deposited with the Mortgagee pursuant to paragraph (b) or (c)(v) above in respect of any Shares during the Security Period, the Mortgagor shall promptly deliver or cause to be delivered to the Mortgagee a replacement of all such items (each having been duly executed by a continuing or replacement director of the Mortgagor (in the case of any Security Deliverables) in the manner set out in paragraph (a) above and (in other cases) in form and substance satisfactory to the Mortgagee) and a certified copy of the register of directors of the Mortgagor maintained by the Mortgagor in accordance with the BVI Act in form and substance satisfactory to the Mortgagee.

(e)

If at any time during the Security Period, the Mortgagee determines that the form of any Security Deliverable or any documents deposited with the Mortgagee pursuant to paragraph (b) or (c)(v) above has been amended, updated or replaced by the Company, the Depositary, the Share Registrar and/or the registered office provider of the Company rendering such item or document delivered incapable of being used to effect the ADS Conversion Process, the Mortgagor shall promptly on demand by the Mortgagee, deliver to the Mortgagee a copy of the amended, updated or replaced form of such item or document (each having been duly executed by the Mortgagor (in the case of any Security Deliverables) in the manner set out in paragraph (a) above) in form and substance satisfactory to the Mortgagee.

(f)

The Mortgagee shall be entitled to hold all documents and instruments delivered to it pursuant to this Clause 5 until the end of the Security Period, and the Mortgagor hereby irrevocably and unconditionally authorises (and, with respect to paragraph (ii) below, requests and authorises) the Mortgagee to (and the Mortgagee shall be entitled to):

(i)

to the extent any fully executed Notice of Charge has not been delivered to the Company to the Mortgagee's satisfaction, deliver a copy of such fully executed Notice of Charge to the Company on the Mortgagor's behalf; and

(ii)

at any time after the occurrence of an Event of Default which is continuing, to complete, date and put into effect, under its power of attorney given in this Deed or otherwise, such documents and instruments to effect a transfer of all or any Shares in favour of itself or such other person as it shall direct and/or otherwise effect or complete any step of the ADS Conversion Process.

(g)

Any document or instrument required to be delivered to the Mortgagee pursuant to this Clause 5 which is for any reason not so delivered or which is released by the Mortgagee to the Mortgagor shall be held on trust by the Mortgagor for the Mortgagee.

Further Assurance

6.1

Further Assurance: General

The Mortgagor shall, at its own expense, promptly do all such acts and/or execute all such documents (including without limitation assignments, transfers, mortgages, charges, notices and instructions) as the Mortgagee or a Receiver may reasonably specify (and in such form as the Mortgagee or Receiver (as the case may be) may reasonably require) in favour of the Mortgagee or its nominees:

(a)

to create, perfect, protect or preserve the security created or intended to be created in respect of the Mortgaged Property (which may include, without limitation, the re-execution of this Deed, the execution by the Mortgagor of a mortgage, charge, assignment or other security over all or any of the assets constituting, or intended to constitute, any part of the Mortgaged Property) and the giving of any notice, order or direction and the making of any filing or registration, or for the exercise of the Collateral Rights; and/or

(b)

upon the occurrence of an Event of Default that is continuing, to facilitate the realisation and/or enforcement of the assets constituting, or intended to constitute, the Mortgaged Property (including to execute and complete in favour of the Mortgagee, the Company, the Share Registrar, the registered office provider of the Company, the Depositary (or the nominee of any of the foregoing) or any purchaser any document and to give any instruction which the Mortgagee may reasonably require to effect any step of the ADS Conversion Process or otherwise vest any of the Mortgaged Property in the Mortgagee, any Receiver or any other transferee or purchaser).

6.2

Necessary Action

The Mortgagor shall from time to time at its own cost take all such action (whether or not requested to do so by the Mortgagee) as is or shall be available to it (including without limitation obtaining and/or effecting all authorisations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed and/or to exercise its rights and to perform the obligations expressed on its part under this Deed and/or to make this Deed admissible in evidence in the Cayman Islands.

6.3

Covenants of Title

The obligations of the Mortgagor under this Deed shall be in addition to any covenants for title deemed to be included in this Deed under applicable law.

Restrictions on Dealings

7.1

Negative Pledge

The Mortgagor undertakes that it shall not, at any time during the subsistence of this Deed, create or permit to subsist any Security over all or any part of the Mortgaged Property unless expressly permitted under and in accordance with any of the Finance Documents.

7.2

No Disposal of Interests

The Mortgagor undertakes that, during the subsistence of this Deed, it shall not, and shall not agree to, sell, assign, transfer or otherwise dispose of any Mortgaged Property [except (a) as otherwise permitted under clauses 19.1(b), 20.5 and 20.25 of the Facility Agreement or the provisions hereof, or (b) with the prior written consent of the Mortgagee.

Operations Before and After Enforcement

8.1

Dividends

The Mortgagor shall ensure that all dividends paid or made in respect of any Mortgaged Property are applied in accordance with the terms of the Facility Agreement.

8.2

Voting: Before Enforcement

At any time prior to the delivery of a Voting Rights Notice, the Mortgagor shall be entitled to exercise (or refrain for exercising) or direct the exercise of the voting rights attached to any Shares provided that:

(a)

it does so without contravening any provision of any Finance Document; and

(b)

the exercise (or non-exercise) of those rights would not (i) have an adverse effect on the ability of the Mortgagee to realise the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed or (ii) materially prejudice the interests of the Mortgagee under any Finance Document or its control of any Mortgaged Property.

8.3

Voting: After Enforcement

(a)

Following the occurrence of an Event of Default which is continuing, the Mortgagee may give notice to the Company (a Voting Rights Notice) (with a copy to the Mortgagor, failure to give which shall not invalidate the Voting Rights Notice) that the Mortgagor’s right under Clause 8.2 (Voting: Before Enforcement) shall cease and that the Mortgagee intends to exercise the voting and other rights under this Clause 8.3, in which event:

(i)

the Mortgagee (or if the Mortgagee so directs, the Receiver) shall be entitled to exercise or direct the exercise of the voting and other rights attached to the Shares and the Mortgagor shall promptly provide the Mortgagee or the Receiver (if so required by the Mortgagee), with an irrevocable power of attorney to exercise in the Mortgagee’s sole discretion the voting rights attached to such Shares as determined by the Mortgagee; and

(ii)

the Mortgagor shall promptly execute and/or deliver to the Mortgagee or the Receiver such forms of proxy as it reasonably requires with a view to enabling such person as it selects to exercise those rights.

(b)

The Mortgagee will have no liability to the Mortgagor for any loss that results from the exercise or non-exercise of any voting rights attaching to such Shares or for any failure to deal with any notice relating to such Shares that is sent to the Mortgagee.

8.4

Payment of Calls

(a)

The Mortgagor must promptly pay all calls and other payments due and payable in respect of any Mortgaged Property.

(b)

If the Mortgagor fails to pay all calls or other payments due and payable in respect of any Mortgaged Property, the Mortgagee may pay any call or other payment on behalf of the Mortgagor and the Mortgagor shall promptly upon request reimburse the Mortgagee for any payment made by it under this Clause.

8.5

Exercise of Rights

The Mortgagor shall not exercise any of its rights and powers in relation to any of the Mortgaged Property in any manner which would prejudice the ability of the Mortgagee to realise the security created by this Deed.

Enforcement of Security

9.1

Enforcement

On and from the occurrence of an Event of Default which is continuing or if the Mortgagor requests the Mortgagee to exercise any of its powers under this Deed, the Security created by or pursuant to this Deed is immediately enforceable and the Mortgagee may, without notice to the Mortgagor or prior authorisation from any court or any person, in its absolute discretion enforce all or any part of such Security at the times, in the manner and on the terms it thinks fit, including to:

(a)

assume control of, and to have it or its nominee registered as holder of legal title to, any Mortgaged Property;

(b)

sell, exchange, grant options over, or otherwise dispose of, any Mortgaged Property by any method, at any time and on any terms, it thinks fit or to postpone doing of any of these things;

(c)

complete, date and deliver any document delivered to it under this Deed;

(d)

effect any step of the ADS Conversion Process and take any such action the Mortgagee deems necessary or desirable to effect or facilitate any step of the ADS Conversion Process;

(e)

borrow or raise money either unsecured or on the security of the Mortgaged Property (either in priority to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed or otherwise);

(f)

settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands relating to the Mortgaged Property;

(g)

bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Mortgaged Property or any business of the Mortgagor;

(h)

redeem any Security (whether or not having priority to the Security conferred or intended to be conferred on the Mortgagee by or pursuant to this Deed) over the Mortgaged Property and to settle the accounts of any person with an interest in the Mortgaged Property;

(i)

exercise and do (or permit the Mortgagor or any nominee of the Mortgagor to exercise and do) all such rights and things as the Mortgagee would be capable of exercising or doing if it were the absolute beneficial owner of the Mortgaged Property; and/or

(j)

exercise any other right, power or remedy given to it under this Deed (including to appoint a Receiver) or provided by law.

9.2

No Liability as Mortgagee in Possession

Neither the Mortgagee nor any Receiver shall be liable, by reason of entering into possession of any Mortgaged Property, to account as a mortgagee in possession in respect of all or any part of the Mortgaged Property or be liable for any loss upon realisation or enforcement of rights (and may at any time at its discretion go out of such possession) or for any neglect, default or omission in connection with the Mortgaged Property to which a mortgagee or a mortgagee in possession might otherwise be liable.

Powers of Sale

10.1

Extension of Powers

The power of sale or other disposal conferred on the Mortgagee and on any Receiver by this Deed shall arise (and the Secured Obligations shall be deemed due and payable for that purpose) on execution of this Deed and shall be exercisable in accordance with Clause 9.1 (Enforcement).

10.2

Restrictions

Any restrictions imposed by law on the power of sale or on the consolidation of security shall be excluded to the fullest extent permitted by law.

Appointment of Receiver

11.1

Appointment and Removal

On and from the occurrence of an Event of Default that is continuing or if requested to do so by the Mortgagor, the Mortgagee may (but for the avoidance of doubt shall not be obliged to) by deed or otherwise (acting through an authorised officer of the Mortgagee), without any notice to the Mortgagor:

(a)

appoint one or more person or persons as the Mortgagee thinks fit to be a Receiver of the whole or any part of the Mortgaged Property;

(b)

appoint two or more Receivers of separate parts of the Mortgaged Property;

(c)

remove (so far as it is lawfully able) any Receiver so appointed (whether or not the Mortgagee appoints any other person as a Receiver in its place); and/or

(d)

appoint another person(s) as an additional or replacement Receiver(s).

11.2

Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause ‎11.1 (Appointment and Removal) shall be:

(a)

entitled to act individually or together with any other person appointed or substituted as Receiver;

(b)

for all purposes deemed to be the agent of the Mortgagor and the Mortgagor shall be solely responsible for that Receiver's contracts, engagements, acts, omissions, defaults and losses and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Mortgagee

(c)

entitled to remuneration for his services at a rate to be fixed by the Mortgagee from time to time, which remuneration shall be payable by the Mortgagor.

11.3

Several Receivers

If at any time there is more than one Receiver, each Receiver may separately exercise all of the powers conferred by this Deed and to the exclusion of any other Receiver (unless the document appointing such Receiver states otherwise).

11.4

Powers of Appointment

The powers of appointment of a Receiver herein contained shall be in addition to all powers of appointment of the Mortgagee under applicable law and such powers shall remain exercisable from time to time by the Mortgagee in respect of all or any part of the Mortgaged Property.

Powers of Receiver

12.1

Powers of Receiver

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any lack of capacity, bankruptcy, winding-up, insolvency or dissolution of the Mortgagor) have and be entitled to exercise, in relation to the Mortgaged Property or that part thereof in respect of which he was appointed, and as varied and extended by the provisions of this Deed (in the name of or on behalf of the Mortgagor or in his own name and, in each case, at the cost of the Mortgagor):

(a)

all the powers and rights of an absolute owner and power to do or omit to do anything which the Mortgagor itself could do or omit to do;

(b)

all rights, powers and discretions conferred by this Deed (either expressly or impliedly) or by law on the Mortgagor;

(c)

all the powers conferred on a receiver by any provision of Cayman Islands law; and

(d)

the power to do all things (including without limitation bringing or defending proceedings in the name or on behalf of the Mortgagor) which appear to the Receiver to be incidental or conducive to (i) any of the functions, rights, powers, authorities or discretions conferred on or vested in him or (ii) the exercise of any Collateral Rights (including without limitation realisation of all or any part of the Mortgaged Property) under or by virtue of this Deed or law or (iii) bringing to his hands any assets of the Mortgagor forming, or which, when got in, would be part of the Mortgaged Property.

12.2

Additional Powers of Receiver

In addition to and without prejudice to the generality of Clause 12.1, every Receiver shall have (subject to any limitations or restrictions expressed in the instrument appointing him but notwithstanding any lack of capacity, bankruptcy, winding-up, insolvency or dissolution of the Mortgagor) the following powers in relation to the Mortgaged Property in respect of which he is appointed (and every reference in this Clause 12.2 to the Mortgaged Property shall be read as a reference to that part of the Mortgaged Property in respect of which such Receiver is appointed):

(a)

Take Possession

power to enter upon, take immediate possession of, collect and get in the Mortgaged Property including without limitation dividends and other income whether accrued before or after the date of his appointment;

(b)

Employees

power to appoint, hire and employ officers, employees, contractors, agents, advisors and others for any of the purposes of this Deed and/or to guard or protect the Mortgaged Property upon terms as to remuneration or otherwise as he may think fit and to discharge any such persons and any such persons appointed, hired or employed by the Mortgagor;

(c)

Proceedings and Claims

power to bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Mortgaged Property or this Deed in the name of the Mortgagor or in his own name and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings;

(d)

Carry on Business

power to carry on and manage, or concur in the carrying on and management of or to appoint a manager of, the whole or any part of the Mortgaged Property or any business relating thereto in such manner as he shall in his absolute discretion think fit;

(e)

Deal with Mortgaged Property

power, in relation to the Mortgaged Property and each and every part thereof, by public auction or private contract, to sell, transfer, convey, dispose of, exchange, convert into money, realise or concur in any of the foregoing by the Mortgagor or any other receiver or manager of the Mortgagor (including without limitation to or in favour of the Mortgagee) in such manner and generally on such terms as he thinks fit, and the consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which the Receiver thinks fit

(f)

Acquisitions

power to purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the carrying on, improvement or realisation of the whole or any part of the Mortgaged Property or otherwise for the benefit of the whole or any part of the Mortgaged Property;

(g)

New Subsidiary

power to promote, procure the formation or otherwise acquire the share capital of, any body corporate with a view to such body corporate becoming a subsidiary of the Mortgagor or otherwise and purchasing, leasing or otherwise acquiring an interest in the whole or any part of the Mortgaged Property or carrying on any business in succession to the Mortgagor or any subsidiary of the Mortgagor;

(h)

Insurance

power to effect, maintain or renew indemnity and other insurances and to obtain bonds and performance guarantees and do any other act which the Mortgagor might do in the ordinary conduct of its business to protect or improve any Mortgaged Property;

(i)

Borrowing

power to raise or borrow money from the Mortgagee or any other person to rank either in priority to the security constituted by this Deed or any part of it or otherwise and with or without a mortgage or charge on the Mortgaged Property or any part of it on such terms as he shall in his absolute discretion think fit (and no person lending such money shall be concerned to see or enquire as to the propriety or purpose of the exercise of such power or the application of money so raised or borrowed);

(j)

Redemption of Security

power to redeem, discharge or compromise any Security whether or not having priority to the Security constituted by this Deed or any part of it;

(k)

Covenants, Guarantees and Indemnities

power to enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit, to make all payments needed to effect, maintain or satisfy such obligations or liabilities and to use the seal of the Mortgagor;

(l)

Advisors

power to appoint an attorney or solicitor or accountant or other professional qualified person to assist him in the performance of his functions;

(m)

Receipts

power to give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Mortgaged Property;

(n)

Payment

power to make any payment which is necessary or incidental to the performance of his functions;

(o)

Delegation

power to delegate his powers in accordance with this Deed; and

(p)

Exercise of Powers in Mortgagor's Name

power to exercise any or all of the above powers on behalf of and in the name of the Mortgagor (notwithstanding any lack of capacity, bankruptcy, winding-up, insolvency, dissolution or similar proceedings in respect of the Mortgagor) or on his own behalf.

12.3

Relationship with Mortgagee

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

Application of Monies

13.1

Order of Application

Without prejudice to Clause 13.2 (Suspense account), the Mortgagee (and any Receiver) shall apply the monies received by it as a result of the enforcement of the Security created hereby or pursuant to this Deed in accordance with clause 25.4 (Partial payments) of the Facility Agreement.

13.2

Suspense account

Any monies received, recovered or realised by the Mortgagee or any Receiver under this Deed or the powers conferred by it (including the proceeds of any conversion of currency) may, in the discretion of the Mortgagee or any Receiver, be credited to and held in any suspense or impersonal account pending their application from time to time in or towards the discharge of any of the Secured Obligations in accordance with Clause ‎13.1 (Order of Application).

13.3

Application by Mortgagor

Any application under this Clause ‎13 shall override any application by the Mortgagor.

Receipt and Protection of purchasers

14.1

Receipt

The receipt of the Mortgagee or any Receiver shall be conclusive discharge to a purchaser of any part of the Mortgaged Property from the Mortgagee or such Receiver.

14.2

Protection of purchasers

No person (including a purchaser) dealing with the Mortgagee or a Receiver or its or his agents will be obliged or concerned to enquire:

(a)

whether the Secured Obligations have become payable;

(b)

whether any power which the Mortgagee or a Receiver is purporting to exercise has become exercisable or is being properly exercised;

(c)

whether any money remains due under the Finance Documents; or

(d)

how any money paid to the Mortgagee or to that Receiver is to be applied.

Power of Attorney

15.1

Appointment and Powers

The Mortgagor, by way of security, irrevocably appoints the Mortgagee, each Receiver and each of their respective delegates and sub-delegates and any person nominated for the purpose by the Mortgagee or any Receiver severally to be its true and lawful attorney (with full power of substitution and delegation) in its name (or otherwise) and on its behalf and as its act and deed or otherwise, at any time following (a) the occurrence of an Event of Default that is continuing or (b) a failure by the Mortgagor to comply within five (5) Business Days of any further assurance or any other obligation under this Deed, to execute, seal, deliver (using the company seal where appropriate) and perfect all documents and do all things which the Mortgagee or such Receiver may consider to be required for:

(a)

carrying out any obligation imposed on the Mortgagor under this Deed (including without limitation the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Mortgaged Property or any part thereof and perfecting and/or releasing the Security created or intended to be created in respect of the Mortgaged Property or any part thereof); and

(b)

enabling the Mortgagee and any Receiver to exercise, or delegate the exercise of, or to protect or preserve, any of the rights, powers and authorities conferred on them by or pursuant to this Deed or by law (including, without limitation, upon or after the occurrence of an Event of Default that is continuing, the exercise of any right of a legal or beneficial owner of the Mortgaged Property or any part thereof).

15.2

Ratification

The Mortgagor shall ratify and confirm all things done and all documents executed (or purportedly done or executed) by any attorney in the proper exercise of all or any of its powers conferred by this clause 15.

Representations

16.1

Representations

On the date of this Deed, the Mortgagor makes the representations and warranties set out in clause 16 (Representations) of the Facility Agreement mutatis mutandis to the Mortgagee and further represents and warrants to the Mortgagee that:

(a)

it is the sole and absolute legal and beneficial owner of the Mortgaged Property; and

(b)

none of the Mortgaged Property is subject to or affected by any Restrictions Notice issued by the Company or its registered office provider pursuant to the Companies Act.

16.2

Repetition

The representations and warranties set out in paragraphs (a) and (b) of Clause 16.1 (Representations) above shall be deemed to be repeated by the Mortgagor continuously from the date of this Deed until the expiry of the Security Period, in each case by reference to the facts and circumstances existing at the date on which such representation or warranty is deemed to be made or repeated.

Effectiveness of Security

17.1

Continuing Security

The Security created by or pursuant to this Deed shall remain in full force and effect as a continuing security for the Secured Obligations notwithstanding any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Obligations.

17.2

Cumulative Rights

The Security created by this Deed and the Collateral Rights shall be cumulative, in addition to and independent of every other Security which the Mortgagee may at any time hold for any or all of the Secured Obligations or any obligations or any rights, powers and remedies provided by law. No prior security held by the Mortgagee over the whole or any part of the Mortgaged Property shall merge into, nor in any way exclude or prejudice or affect, the security constituted by this Deed. The foregoing applies notwithstanding any receipt, release or discharge endorsed or given in respect of or under any such other Security.

17.3

Mortgagor's Obligations

None of the Security created by or pursuant to this Deed, the obligations of the Mortgagor under this Deed nor the Collateral Rights shall be affected by an act, omission, matter, thing or event which, but for this Clause ‎17.3, would reduce, release or prejudice any of the Security created by or pursuant to this Deed, any of the obligations of the Mortgagor under this Deed or the Collateral Rights including (without limitation and whether or not known to it or the Mortgagee):

17.3.1

the winding-up, dissolution, administration, reorganisation, death, insolvency, incapacity or bankruptcy of any Obligor or any other person or any change in its status, function, control or ownership;

17.3.2

any of the obligations of any Obligor or any other person under any Finance Document, or under any other security relating to any Finance Document, or under any other document or security, being or becoming illegal, invalid, unenforceable or ineffective in any respect;

17.3.3

any time, waiver or consent or any other indulgence or concession granted to, or composition with, any Obligor or any other person;

17.3.4

any release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

17.3.5

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

17.3.6

the existence of any claim, set-off or other right which the Mortgagor may have at any time against the Mortgagee or any other person;

17.3.7

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

17.3.8

any variation, amendment, novation, waiver, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of or in connection with, a Finance Document or any other document or security, guarantee or indemnity or of the Secured Obligations;

17.3.9

any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security;

17.3.10

any insolvency, bankruptcy or similar proceedings;

16.3.11

any claims or set-off right that the Mortgagor may have; or

17.3.12

any law, regulation or decree or order of any jurisdiction affecting any Obligor.

17.4

Mortgagor intent

Without prejudice to the generality of Clause 17.3 (Mortgagor's Obligations), the Mortgagor expressly confirms that it intends that the Security created under this Deed, and the Collateral Rights, shall extend from time to time to any (however fundamental and of whatsoever nature, and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

17.5

Remedies and Waivers

(a)

No failure on the part of the Mortgagee or any Receiver to exercise, or any delay on its part in exercising, any Collateral Right shall operate as a waiver thereof or constitute an election to affirm this Deed.

(b)

No election by the Mortgagee or any Receiver to affirm this Deed or to waive any Collateral Rights shall be effective unless it is in writing.

(c)

The Collateral Rights are cumulative and not exclusive of the rights of the Mortgagee or any Receiver under the general law. No single or partial exercise of any Collateral Right shall preclude any further or other exercise of that or any other Collateral Right.

17.6

Immediate recourse

The Mortgagor waives any right it may have of first requiring the Mortgagee (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other person before claiming from the Mortgagor under this Deed.

17.7

No Liability

None of the Mortgagee, its nominee(s) or any Receiver shall be liable by reason of (a) taking any action permitted by this Deed or (b) any neglect or default in connection with all or any part of the Mortgaged Property or (c) taking possession of or realising all or any part of the Mortgaged Property.

17.8

Partial Invalidity

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Deed under such laws nor of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby and, if any part of the security intended to be created by or pursuant to this Deed is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of that security.

17.9

No Prior Demand

The Mortgagee shall not be obliged to make any demand of or enforce any rights or claim against any Obligor or any other person, to take any action or obtain judgment in any court against any Obligor or any other person or to make or file any proof or claim in a liquidation, bankruptcy or insolvency of any Obligor or any other person or to enforce or seek to enforce any other security in respect of any or all of the Secured Obligations before exercising any Collateral Right.

17.10

Deferral of rights

Until the expiry of the Security Period, the Mortgagor will not (unless the Mortgagee otherwise directs) exercise any rights which it may have by reason of performance by it of its obligations under this Deed:

17.10.1

to be indemnified by any Obligor;

17.10.2

to claim any contribution from any guarantor of or provider of security for any Obligor's obligations under the Finance Documents;

17.10.3

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Mortgagee under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Mortgagee;

17.10.4

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Mortgagor has given a guarantee, security, undertaking or indemnity under any Finance Document;

17.10.5

to exercise any right of set-off against any Obligor; and/or

17.10.6

to claim or prove as a creditor of any Obligor in competition with the Mortgagee.

If the Mortgagor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all Secured Obligations to be paid in full) on trust for the Mortgagee, and shall promptly pay or transfer the same to the Mortgagee (or as the Mortgagee may direct) for application in accordance with clause 13.1 (Order of Application).

17.11

Reinstatement

If any payment in respect of any Secured Obligation or any settlement, discharge or release of any Secured Obligation by or on behalf of the Mortgagee is avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws of general application or any similar event or for any other reason, the liability of the Mortgagor under this Deed and the Security created by this Deed shall continue as if such payment, settlement, discharge or release had not occurred.

Release of Security

18.1

Final redemption

Upon the expiry of the Security Period, the Mortgagee shall, at the request (with reasonable notice) and cost of the Mortgagor, promptly do all things and execute all documents as may be necessary to evidence the release, discharge and cancel the Security constituted by this Deed and procure the reassignment to the Mortgagor of the property and assets assigned to the Mortgagee pursuant to this Deed (to the extent not otherwise sold, assigned or otherwise disposed of or applied in accordance with this Deed), including without limitation the execution of a deed of release in favour of the Mortgagor and delivering all documents of title and evidence of ownership in respect of the Mortgaged Property delivered under Clause 5 to the Mortgagor or to any other person as the Mortgagor may reasonably request in writing (to the extent not otherwise sold, assigned or otherwise disposed of or applied in accordance with this Deed), in each case subject to Clause ‎18.2 (Avoidance of Payments) and without recourse to, or any representation or warranty by, the Mortgagee.

18.2

Avoidance of Payments

If the Mortgagee considers that any amount paid or credited to or recovered by the Mortgagee by or from any Obligor or any Secured Obligations recovered by the Mortgagee is likely to be avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws, the liability of the Mortgagor under this Deed and the Security constituted by this Deed shall continue and such amount shall not be considered to have been irrevocably paid.

Subsequent and Prior Security Interests

19.1

Subsequent security interests

If the Mortgagee at any time receives or is deemed to have received notice of any subsequent Security or other interest affecting all or any part of the Mortgaged Property or any assignment or transfer of the Mortgaged Property which is prohibited by the terms of this Deed or any Finance Document, all payments thereafter by or on behalf of any Obligor to the Mortgagee (whether in its capacity as security trustee or otherwise) shall be treated as having been credited to a new account of that Obligor and not as having been applied in reduction of the Secured Obligations as at the time when (or at any time after) the Mortgagee received such notice of such subsequent Security or other interest or such assignment or transfer.

19.2

Prior security interests

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking Security or upon the exercise by the Mortgagee or any Receiver of any power of sale under this Deed or any Collateral Right, at any time after this Security has become enforceable under this Deed, the Mortgagee may redeem any prior ranking Security over or affecting any Mortgaged Property or procure the transfer of any such prior ranking Security to itself. The Mortgagee may settle and agree the accounts of the beneficiary of any such prior Security and any accounts so settled and agreed will be conclusive and binding on the Mortgagor. All principal, interest, costs, charges, expenses and/or other amounts relating to and/or incidental to any such redemption or transfer shall be paid by the Mortgagor to the Mortgagee upon demand.

Discretion and Delegation

20.1

Discretion

Any liberty or power which may be exercised or any determination which may be made under this Deed by the Mortgagee or any Receiver may be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

20.2

Delegation

(a)

Each of the Mortgagee and any Receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Deed (including without limitation the power of attorney under Clause ‎15 (Power of Attorney)) on such terms and conditions as it shall see fit which delegation shall not preclude any subsequent exercise, any subsequent delegation or any revocation of such power, authority or discretion by the Mortgagee or any Receiver.

(b)

Neither the Mortgagee nor any Receiver will be in any way liable or responsible to the Mortgagor for any loss or liability arising from any act, default, omission, neglect or misconduct on the part of any delegate or sub-delegate.

20.3

Protections

In acting as Mortgagee, the Mortgagee shall have the benefit of all indemnities, protections and rights on its part set out in the Finance Documents, as if set out fully herein.

Changes to Parties

21.1

No Assignment or Transfer by Mortgagor

The Mortgagor may not assign or transfer any of its rights (if any) or obligations under this Deed, except with the prior consent of the Mortgagee.

21.2

Assignment and Transfer by Mortgagee

The Mortgagee may assign or transfer any of its rights or obligations under this Deed in accordance with the provisions of the Facility Agreement

Amendments and Waivers

22.1

Subject to clause 31 (Amendments and Waivers) of the Facility Agreement, any term of this Deed may be amended or waived only by agreement in writing between all parties hereto.

22.2

No failure on the part of the Mortgagee to exercise, or delay on its part in exercising, any or all of its rights hereunder shall operate as a waiver thereof or constitute an election to affirm this Deed. No election to affirm this Deed on the part of the Mortgagee shall be effective unless it is in writing. No single or partial exercise of any such right or remedy shall preclude any further or other exercise of such or any other right or remedy.

Notices

Any communications to be made under or in connection with this Deed shall be made in accordance with clause 27 (Notices) of the Facility Agreement.

Rights of third parties

Each party hereto hereby agrees that each agent, manager, officer, employee, director, delegate or advisor of the Mortgagee who is not a party to this Deed (Third Party) has the express right to enforce the contractual terms of this Deed pursuant to the terms of the Contracts (Rights of Third Parties) Act, 2014. Notwithstanding any term of this Charge, the consent of or notice to any Third Party shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Deed at any time

Counterparts

This Deed may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

Governing Law

This Deed shall be governed by and construed in accordance with the laws of the Cayman Islands.

Jurisdiction

27.1

Cayman Islands courts

The courts of the Cayman Islands have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) (a Dispute).

27.2

Convenient Forum

The parties hereto agree that the courts of the Cayman Islands are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

27.3

Exclusive Jurisdiction

This Clause 27 is for the benefit of the Mortgagee only. As a result and notwithstanding Clause ‎27.1 (Cayman Islands courts), nothing herein shall prevent the Mortgagee from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law the Mortgagee may take concurrent proceedings in any number of jurisdictions.

27.4

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, the Mortgagor:

(i)

irrevocably appoints Trident Trust Company (Cayman) Limited located at One Capital Place, 4th Floor, George Town, Grand Cayman, Cayman Islands as its agent for service of process in relation to any proceedings before the courts of the Cayman Islands in connection with this Deed; and

(ii)

agrees that failure by a process agent to notify the Mortgagor of any process will not invalidate the proceedings concerned.

(b)

If any person appointed as process agent under this Clause is unable for any reason to so act, the Mortgagor must promptly (and in any event within three days of the event taking place) appoint another agent on terms acceptable to the Mortgagee (acting reasonably). Failing this, the Mortgagee may appoint another process agent for this purpose.

27.5

Waiver of immunity

The Mortgagor irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a)

suit;

(b)

jurisdiction of any court or arbitral tribunal;

(c)

relief by way of injunction or order for specific performance or recovery of property;

(d)

attachment of its assets (whether before or after judgment); and

(e)

execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts or arbitral tribunals of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

IN WITNESS WHEREOF this Deed has been signed on behalf of the Mortgagee and executed as a deed by the Mortgagor and is intended to be and is hereby delivered by it as a deed on the date specified above.

The Mortgagor

EXECUTED		)
as a DEED by		)
GENTAO CAPITAL LIMITED		)
acting through its duly authorised signatory		)	/s/ Sheng Chen
in the presence of		)	Name of signatory: Sheng Chen


Signature of witness:	/s/ Hanze Zheng
Name of witness:	Hanze Zheng

The Mortgagee

BOLD ALLY (CAYMAN) LIMITED

/s/ Isatou Smith
Name: Isatou Smith
Title: Authorised Signatory

Execution Page to Cayman Share

Mortgage (GenTao)