Common use of Covenants and Further Agreements of the Pledgors and Party C Clause in Contracts

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as follows: 6.1 During the validity term hereof, the Pledgors hereby covenant to the Pledgee that: 6.1.1 except for the performance of the Exclusive Call Option Agreement entered into by the Pledgors, the Pledgee and Party C on May 1, 2017, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others’ transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest; 6.1.2 the Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within 5 days after the receipt of the same, and observe such notice, order or recommendation or make objections and statements with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee; 6.1.3 the Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee’s rights in the Equity Interest or any part thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement. 6.2 The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings. 6.3 To protect or perfect the security interest granted hereunder, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors also covenant to do and cause other parties who have interest in the Pledge Right to do acts requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted to it by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right during a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereof. 6.8 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees that if all or any part of the shares are transferred (split or inherited) between the Pledgors and any third Party (the “Share Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as follows: 6.1 During the validity term hereof, the Pledgors hereby covenant to the Pledgee that: 6.1.1 except for the performance of the Exclusive Call Option Agreement entered into by the Pledgors, the Pledgee and Party C on May 1December 9, 20172016, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others’ transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest; 6.1.2 the Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within 5 days after the receipt of the same, and observe such notice, order or recommendation or make objections and statements with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee; 6.1.3 the Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee’s rights in the Equity Interest or any part thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement. 6.2 The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings. 6.3 To protect or perfect the security interest granted hereunder, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors also covenant to do and cause other parties who have interest in the Pledge Right to do acts requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted to it by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right during a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereof. 6.8 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees that if all or any part of the shares are transferred (split or inherited) between the Pledgors and any third Party (the “Share Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as follows: 6.1 During the validity term hereof, the Pledgors hereby covenant to the Pledgee that: 6.1.1 except for the performance of the Exclusive Call Option Agreement entered into by the Pledgors, the Pledgee and Party C on May July 1, 20172019, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others’ transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest; 6.1.2 the Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within 5 days after the receipt of the same, and observe such notice, order or recommendation or make objections and statements with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee; 6.1.3 the Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee’s rights in the Equity Interest or any part thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement. 6.2 The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings. 6.3 To protect or perfect the security interest granted hereunder, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors also covenant to do and cause other parties who have interest in the Pledge Right to do acts requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted to it by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right during a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereof. 6.8 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees that if all or any part of the shares are transferred (split or inherited) between the Pledgors and any third Party (the “Share Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as follows: 6.1 During the validity term hereofof this Agreement, the Pledgors hereby covenant to the Pledgee that: 6.1.1 except Except for the performance of the Exclusive Call Option Agreement entered into executed by the Pledgors, the Pledgee and Party C on May 1September 11, 20172020, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others’ transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest; 6.1.2 the The Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within 5 five (5) days after the receipt of the same, and observe comply with such notice, order or recommendation recommendation, or make objections and statements representations with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee; 6.1.3 the The Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee’s rights in the Equity Interest or any part portion thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement. 6.2 The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings. 6.3 To protect or perfect the security interest granted hereunderhereby, including the payment of the consulting and services fees under the Consulting Service Agreement and the performance of the Transaction Documents, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors also further covenant to do take and cause other parties who have interest in the Pledge Right to do acts take actions requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted to it by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right during within a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial failure of full performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereof. 6.8 6.7 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees agree that if all or any part of the shares equities are transferred (split or inherited) between the Pledgors and any third Party party (the “Share Equity Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Equity Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as followsfollow: 6.1 During the validity term hereofof this Contract, the Pledgors hereby covenant to the Pledgee that:convent that they shall 6.1.1 except for not attempt or permit others to attempt to transfer the performance of the Exclusive Call Option Agreement entered into by the Pledgors, the Pledgee and Party C on May 1, 2017, without the prior written consent of the Pledgee, the Pledgors shall not transferEquity in whole or in part, or agree to others’ transfer of, all or any part of the Equity Interest, create or permit to be created existence of any security interest or other encumbrance which may affect the Pledgee’s rights and interests of the Pledgee in the Equity Interestwithout the prior written consent of the Pledgee, except for performing the Option Contract signed between the Pledgors, Pledgee and Party C on the date of this Contract; 6.1.2 the Pledgors shall comply with the provisions of all laws and regulations applicable to the pledge of rightsPledge, show and present to the Pledgee any notice, order or recommendation suggestion issued or prepared made by relevant any competent authorities authority (or any other relevant authorityauthorities) in connection with respect to the Pledge Right to the Pledgee within 5 days after the receipt of the same, and observe receiving such notice, order or recommendation suggestion, and comply with such notice, order or make objections suggestion or submit any objection and statements statement on the above notice, order or suggestion at the reasonable request or with respect to such matters as reasonably requested by the Pledgee or upon approval consent of the Pledgee; 6.1.3 the Pledgors shall promptly Immediately notify the Pledgee of any event or notice received by the Pledgors them which may have effect on any rights of the Pledgee’s rights Pledgee in the Equity Interest Pledge or any part thereofof the Pledge, together with and any event or notice received by the Pledgors them which may have effect on any warranty and or other obligations of the Pledgors arising out of from this AgreementContract. 6.2 The Pledgors agree that they or their successors or representatives, or any other persons may not discontinue or interrupt, through any legal procedure, any right in the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedingshereunder. 6.3 To In order to protect or perfect the any security interest granted hereunder, the Pledgors hereby covenant to that they will execute in good faith and cause promote other parties who have interest interested in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested undertakings required by the Pledgee. The Pledgors also further covenant to do that they will take and cause promote other parties who have interest interested in the Pledge Right to do acts requested take other actions required by the Pledgee, to facilitate the Pledgee to exercise by the Pledgee of the rights and any right or authority granted to it by this Agreementhereunder, and will enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees any nominee of the Pledgee (natural persons/whether an individual or legal persons)person) with respect to the ownership to the Equity. The Pledgors covenant to that they will provide the Pledgee with all notices, orders and decisions relating to the Pledge as requested by the Pledgee in connection with the Pledge Right during within a reasonable period. 6.4 The Pledgors hereby covenant undertake to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunderhereof. In the event of failure If any Pledgor fails to perform or partial performance any of their such warranties, covenants, agreements, representations and conditionsconditions in whole or in part, the Pledgors shall indemnify the Pledgee compensate for all losses caused therebythus incurred by the Pledgee. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due department takes any compulsory measures on the Equity subject to any reasonPledge hereunder, the Pledgors shall use all endeavorstheir best efforts to lift such compulsory measures, including, without limitation, provision of including but not limited to providing other warranties security to the court or adoption of taking other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough possible to prejudice the rights of reduce which may endanger the Pledgee’s rights, the Pledgee may request the Pledgors to provide additional mortgage or other security; if . If the Pledgors fail to provide the sameso provide, the Pledgee may auction or sell the Equity Interest at any time time, and use the proceeds from such auction or sale for early satisfaction of to prepay the Secured Indebtedness Debts or deposit; any costs arising therefrom lodge the proceeds. The Pledgors shall be fully borne by the Pledgorsliable for all costs thus incurred. 6.7 Without the Pledgee’s prior written consent of the Pledgeeconsent, the Pledgors and/or Party C shall may not increase, reduce or transfer (or assist others to) to increase, decrease reduce or transfer transfer) the registered capital of Party C (or amount of their respective capital contribution to in Party C) ), or create (or assist others to create) any encumbrance thereon (including encumbrances over the Equity Interest)registered capital or capital contribution. Subject to the foregoingpreceding sentence, the Equity Interest any equity in Party C registered and or acquired by the Pledgors after the date hereof shall be is referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC”. The Pledgors and Party C shall create immediately enter into a supplementary equity pledge agreement in connection with the Additional Equity with the Pledgee when the Pledgors acquire such Additional Equity, promote Party C’s board of directors and register shareholders’ meeting to approve such supplementary equity pledge agreement, and provide the Pledgee with all documents required for the supplementary equity pledge agreement, including but not limited to: (a) the original capital contribution certificate of the Additional Equity in accordance with issued by Party C; and (b) the copies of the capital verification report of the Additional Equity issued by the Chinese certified public account. The Pledgors and Party C shall go through the pledge creation registration of such Additional Equity according to Article 3.1 hereof. 6.8 Unless the Pledgee gives any prior written instructions to the contrary, the Pledgors and/or Party C agrees agree that if all or any part of the shares are Equity is transferred (split or inherited) between the Pledgors and any third Party party (the “Share Equity Transferee”) in violation of this AgreementContract (including severance and succession), the Pledgors and/or Party C shall ensure that the Share Equity Transferee shall to unconditionally acknowledge accept the Pledge Right and complete necessary go through the required formality of changing pledge change registration formalities (including, without limitation, execution of including but not limited to signing relevant documents) to procure ensure the existence of the Pledge RightPledge. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees agree to create a pledge over the Equity Interest in favor of the Pledgee to grant the Pledge Right further secure such loan, and go through relevant formalities according to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or and local practices (if any), including, without limitation, execution of including but not limited to signing relevant documents and completion going through the registration formality of relevant pledge creation (or change) registration formalitiesof pledge.

Covenants and Further Agreements of the Pledgors and Party C. The Pledgors covenant and further agree as follows: 6.1 During the validity term hereofof this Agreement, the Pledgors hereby covenant to the Pledgee that: 6.1.1 except Except for the performance of the Exclusive Call Option Agreement entered into executed by the Pledgors, the Pledgee and Party C on May 1September 11, 20172020, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others’ ' transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest; 6.1.2 the The Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within 5 five (5) days after the receipt of the same, and observe comply with such notice, order or recommendation recommendation, or make objections and statements representations with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee; 6.1.3 the The Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee’s 's rights in the Equity Interest or any part portion thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement. 6.2 The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings. 6.3 To protect or perfect the security interest granted hereunderhereby, including the payment of the consulting and services fees under the Consulting Service Agreement and the performance of the Transaction Documents, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors also further covenant to do take and cause other parties who have interest in the Pledge Right to do acts take actions requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted to it by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right during within a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial failure of full performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereof. 6.8 6.7 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees agree that if all or any part of the shares equities are transferred (split or inherited) between the Pledgors and any third Party party (the “Share Equity Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Equity Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.

Covenants and Further Agreements of the Pledgors and Party C. The 6.1 During the term of this Agreement, the Pledgors and Party C hereby respectively covenant and further agree to the Pledgee as follows: 6.1 During the validity term hereof, the 6.1.1 The Pledgors hereby covenant to the Pledgee that: 6.1.1 except for the performance of the Exclusive Call Option Agreement entered into by the Pledgors, the Pledgee and Party C on May 1, 2017shall not, without the prior written consent of the Pledgee, transfer the Pledgors shall not transfer, or agree to others’ transfer of, all Equity or any part of the Equity Interestthereof, create or permit to be created the existence of any security interest interests or other encumbrance encumbrances on the Equity which may affect the rights and interests of the Pledgee therein, and Party C shall not consent to or assist in the Equity Interest;foregoing actions, except for the performance of the Transaction Documents. 6.1.2 the The Pledgors and Party C shall comply with and implement the provisions of all laws and regulations applicable to the pledge Equity pledge, and within five (5) days of rights, show receipt of any notice, order or recommendation issued or prepared by relevant competent authorities (regarding the Pledge, shall present such notice, order or any other relevant authority) in connection with the Pledge Right recommendation to the Pledgee within 5 days after the receipt of the samePledgee, and observe shall comply with such notice, order or recommendation or make submit objections and statements representations with respect to such the aforesaid matters as reasonably requested by the Pledgee or upon approval of the Pledgee;’s reasonable request or with the Pledgee’s consent. 6.1.3 The Pledgors shall not do or permit to be done any act or action which may have a detrimental effect on the Equity or the Pledgee’s interests involved in the Contractual Obligations hereunder. The Pledgors and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgors which that may have an effect on the Pledgee’s rights in to the Equity Interest or any part thereof, together with as well as any event or notice received by the Pledgors which that may have an effect on any warranty and other guarantees or obligations of the Pledgors arising out hereunder or the Pledgors’ performance of their obligations hereunder. 6.1.4 Party C shall complete the registration formalities for extension of the term of operation within three (3) months prior to the expiration of such term such that the validity of this AgreementAgreement shall be maintained. 6.2 The Pledgors agree that the Pledge Right rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives the Pledgors’ successors, representatives, principals or any other person persons through any legal proceedings. 6.3 To protect or perfect The Pledgors hereby undertake to the Pledgee that, as security interest granted hereunderfor the Contractual Obligations and Secured Indebtedness provided by this Agreement, the Pledgors hereby covenant to shall execute in good faith and cause other parties who have an interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested right certificates and contracts required by the Pledgee. The Pledgors also covenant Pledgee and/or to do perform and to cause other parties who have an interest in the Pledge Right to do acts requested perform all actions required by the Pledgee, facilitate the exercise by the Pledgee of the its rights and authority granted to it thereto by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons)the third-party entity or individual designated by the Pledgee. The Pledgors covenant undertake to provide the Pledgee within a reasonable term with all notices, orders and decisions requested by the Pledgee in connection with regarding the Pledge Right during a reasonable period. 6.4 The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure to perform or partial performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby. 6.5 If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest. 6.6 If any possible decrease in the value of the Equity Interest is enough to prejudice the rights of the Pledgee, the Pledgee may request the Pledgors to provide additional mortgage or security; if the Pledgors fail to provide the same, the Pledgee may auction or sell the Equity Interest at any time and use the proceeds from such auction or sale for early satisfaction of the Secured Indebtedness or deposit; any costs arising therefrom shall be fully borne by the Pledgors. 6.7 Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest). Subject to the foregoing, the Equity Interest in Party C registered and acquired by the Pledgors after the date hereof shall be referred to as the “Additional Equity.” Immediately after the Pledgors acquire the Additional Equity, the Pledgors and Party C shall enter into a supplementary Equity pledge agreement with the Pledgee with respect to the Additional Equity, cause the board of directors and the shareholders’ meeting of Party C to approve such supplementary Equity pledge agreement and deliver to the Pledgee all documents required by the supplementary Equity pledge agreement, including, without limitation, (a) the original investment certificate issued by Party C in connection with the Additional Equity; and (b) a certified copy of the capital verification report on the Additional Equity issued by a certified public accountant of the PRC. The Pledgors and Party C shall create and register the pledge of the Additional Equity in accordance with Article 3.1 hereofPledgee. 6.8 Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agrees that if all or any part of the shares are transferred (split or inherited) between the Pledgors and any third Party (the “Share Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Share Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right. 6.9 If the Pledgee provides any loan to Party C, the Pledgors and/or Party C agrees to pledge the Equity Interest to grant the Pledge Right to the Pledgee so as to provide security for such further loan and complete relevant formalities as soon as practicable in accordance with requirements of laws, regulations or local practices (if any), including, without limitation, execution of relevant documents and completion of relevant pledge creation (or change) registration formalities.