Common use of Covenants of Pledgor Clause in Contracts

Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee. 6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee. 6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.

Covenants of Pledgor. 6.1 During Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor covenants to Pledgee as followsshall: 6.1.1 Except for the not transfer of the Equity Interest by PledgorInterest, Pledgee and place or permit the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer existence of any security interest or assign other encumbrance on the Equity Interest or create or permit to be created any pledge which may have an adverse affect on Interest, without the rights or benefits of Pledgee without prior written consent from of Pledgee.; 6.1.2 Pledgor shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing aforementioned matters at the upon Pledgee’s reasonable request of Pledgee or with the written upon consent of Pledgee.; 6.1.3 Pledgor shall timely promptly notify Pledgee of any events event or the receipt of any notice which received by Pledgor that may affect have an impact on Pledgee’s rights to the Equity Interest or any part portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of its right, which may change any Pledgor arising out of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right the rights acquired by Pledgee in accordance with this Agreement with respect to exercise the Pledge shall not be suspended interrupted or hampered through harmed by Pledgor or any legal procedure instituted by Pledgor, any successors heirs or representatives of Pledgor or any person authorized by Pledgorother persons through any legal proceedings. 6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Control Agreements, Pledgor warrants hereby undertakes to execute in good faith and to cause other parties who may have any an interest in the Pledge to execute all title certificates, contracts or other documentsagreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have interests an interest in the Pledge to take action as perform actions required by Pledgee, to facilitate the exercise by Pledgee and provide access to exercise the of its rights and authorization vested in Pledgee under authority granted thereto by this Agreement, and execute to enter into all the relevant documents with respect to the regarding ownership of Equity Interest and promptly with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all the notices, orders and decisions related to regarding the Equity Interest and deemed necessary Pledge that are required by Pledgee to Pledgee within a reasonable timePledgee. 6.4 Pledgor warrants that it will hereby undertakes to comply with and perform all the guarantees, covenantspromises, agreements, representations and conditions hereunder for under this Agreement. In the benefit event of Pledgee. failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall compensate indemnify Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgeeresulting therefrom.

Covenants of Pledgor. 6.1 During the term of this AgreementTerm, Pledgor covenants to Pledgee as follows:agrees that, for Pledgee’s benefit, Pledgor shall 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or Pledged Collateral, nor create or permit to be created create any pledge or encumbrance to the Pledged Collateral which may have an adverse adversely affect on the rights or and/or benefits of Pledgee under this Agreement, without Pledgee’s prior written consent from Pledgee.consent. Share Pledge Agreement KSCP 6.1.2 Pledgor shall comply Comply with all the relevant applicable laws and regulations with respect to the right Pledge; notify Pledgee of Pledgeany notice, present Pledgee any notices, orders order or suggestions relating announcement with respect to the Pledge that has been issued or made by a relevant competent PRC authority after within five (5) days upon receiving such noticesnotice, orders order or suggestions and announcement; comply with such noticesnotice, orders order or suggestions announcement; or object to the foregoing matters at upon the reasonable request of from Pledgee or with the written consent of from Pledgee. 6.1.3 Pledgor shall timely Timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest Pledged Collateral or any part of its rightPledgor’s rights thereto, or which may change any of Pledgor’s covenants and obligations under this Agreement warranties or which may affect Pledgor’s performance of its obligations under this Agreement, in each case, in a material and adverse manner. 6.2 Pledgor agrees that Pledgee’s right in order to exercise protect and perfect the Pledge security for the payment of the Remaining Amount of the Purchase Price, Pledgor shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest interests in the Pledge Pledged Collateral to execute all the title certificates, contracts or other documentscontracts, and/or and perform actions and cause other parties (if any) who have interests to take action action, as reasonably required by Pledgee Pledgee. 6.3 Pledgor agrees to execute all applicable and provide access to exercise required amendments in connection with the rights and authorization vested in Pledgee under this Agreementapproval and/or registration of the Pledge, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable timeamount of time upon request, provide the relevant notice, order or decision regarding such registration to Pledgee. 6.4 Pledgor warrants that it will comply with agrees to abide by and perform all the relevant guarantees, covenants, agreementswarranties, representations and conditions hereunder for the benefit of Pledgeerequired to be abided or performed by it under this Agreement. Pledgor shall compensate Pledgee for all direct losses suffered in the event that Pledgor does not fully by Pledgee as a result of Pledgor’s failure to perform its any such guarantees, covenants, agreementswarranties, representations or conditions hereunder and causes any damage to Pledgeeconditions.

Covenants of Pledgor. 6.1 During Until the term of this AgreementObligations are paid in full, Pledgor covenants to Pledgee as followsagrees to: 6.1.1 Except for 5.1 Preserve and protect the transfer Collateral provided that Pledgee acknowledges receipt of the Equity Interest by Pledgorstock certificates described on Schedule I hereto; 5.2 Not create, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgorincur, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create assume or permit to be created exist any pledge which may have an adverse affect liens, encumbrances, security interests, levies, assessments or charges on or in any of the rights Collateral, except those approved in writing by Pledgee and Permitted Liens; 5.3 Promptly pay and discharge before the same become delinquent all taxes, assessments and governmental charges or benefits levies imposed on any of Pledgee without the Collateral; 5.4 Not sell, encumber, or otherwise dispose of or transfer any Collateral, or any right or interest therein and agrees that it will (i) cause the Company not to issue any other voting stock in addition to or in substitution for the Collateral, except to Pledgor, or in connection with outstanding stock options or with the prior written consent from Pledgee. 6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee and (ii) pledge hereunder, immediately upon its acquisition (directly or with indirectly) thereof, any and all additional shares of stock or other securities of the written consent of Pledgee.Companies; 6.1.3 Pledgor shall timely notify Pledgee of 5.5 Appear in and defend, at Pledgor's own expense, any events action or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or proceeding which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that 's title to or Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any 's interest in the Pledge Collateral; 5.6 Procure or execute and deliver, from time to execute all title certificatestime, contracts in form and substance satisfactory to Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings reasonably deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, and/or perform instruments and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect agreements pertaining to the Equity Interest and promptly provide all Collateral as Pledgee may request to effectuate the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit intent of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.this Pledge Agreement;

Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the CompanyCompany effective as of May 18, 2010, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee. 6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee. 6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.

Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by in accordance with the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and Shandong Haiwang Chemical Stock Co., Ltd., the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee. 6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee. 6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.

Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor hereby covenants to Pledgee as follows: 6.1.1 Except for 8.1 Without the transfer prior written consent of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the CompanyPledgee, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any additional pledge which may have an adverse affect or any other secured interest on the rights Pledged Equity. Any such pledge or benefits any secured interest created on all or part of Pledgee Pledged Equity without the prior written consent from Pledgeeof Pledgee shall be null and void. 6.1.2 8.2 Without prior written notice to and prior written consent of Pledgee, Pledgor shall comply with all laws and regulations not assign the Pledged Equity. Any such attempted assignment of the Pledged Equity shall be held invalid. Payment with respect to the assignment of Pledged Equity by Pledgor shall be first used for the satisfaction of the Secured Obligations or placed in escrow at a third party appointed by Pledgee. 8.3 Pledgor covenants that in the event of any action, arbitration or other claim that may adversely affect the interests of Pledgor or Pledgee under the Transaction Documents and this Agreement or the Pledged Equity, it shall timely give written notice to Pledgee as soon as practicable, and shall upon Pledgee’s reasonable request take all necessary measures to secure Pledgee’s interests in Pledged Equity. 8.4 Pledgor covenants that it will complete the registration procedures of extension of the Company’s business term within 3 months before the expiration thereof so as to maintain the continuing force and effect of this Agreement. 8.5 Pledgor shall not take or permit the taking of any act or action that may adversely affect the interest of Pledgee under the Transaction Documents and this Agreement or the Pledged Equity, including, but not limited to, any act or action prohibited by Article 8 hereof. Pledgor hereby waives the first right of Pledge, present refusal with respect to any disposal of the Pledged Equity by Pledgee pursuant to Article 4 hereof. 8.6 Pledgor covenants that it will take all measures to effectuate any notices, orders or suggestions relating to transfer of Pledged Equity arising out of the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters exercise of pledge rights hereunder. 8.7 Pledgor covenants that at the reasonable request of Pledgee or with the written consent of Pledgee. 6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants it will take all necessary measures and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall execute all necessary documents, including, but not be suspended or hampered through any legal procedure instituted by Pledgorlimited to, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants supplemental agreement to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, to secure Pledgee’s rights in respect of the Pledged Equity and execute all the documents with respect to the Equity Interest ensure Pledgee’s exercise and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit carrying-out of Pledgeesuch rights. Pledgor shall compensate Pledgee ensure that the procedures for all losses suffered convening any shareholders’ meeting or board meeting of the Company for the purpose of the execution of this Agreement, creation of the pledge, and exercise of pledge rights and any resolutions adopted thereat in form and substance do not contravene with any laws, administrative regulations and Articles of Association of the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to PledgeeCompany.

Covenants of Pledgor. 6.1 During the effective term of this Agreement, Pledgor covenants the Pledgors promise to the Pledgee as followsfor its benefit that the Pledgors shall: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not Not transfer or assign the Equity Interest or equity interest, create or permit to be created create any pledge pledges which may have an adverse affect effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee. 6.1.2 Pledgor shall comply Comply with all and implement laws and regulations with respect to the right pledge of Pledge, rights; present to the Pledgee any the notices, orders or suggestions relating with respect to the Pledge issued or made by a relevant the competent authority after within five (5) days upon receiving such notices, orders or suggestions suggestions; and comply with such notices, orders or suggestions suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the written consent of Pledgee. 6.1.3 Pledgor shall timely Timely notify the Pledgee of any events or the receipt of any notice received notices which may affect the Equity Interest Pledgor's equity interest or any part of its right, and any events or any received notices which may change the Pledgor's any of Pledgor’s covenants warranty and obligations obligation under this Agreement or which may affect the Pledgor’s performance of its obligations under this Agreement. 6.2 The Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained from this Agreement shall not be suspended or hampered through inhibited by any legal procedure instituted launched by Pledgor, the Pledgor or any successors of the Pledgor or any person authorized by Pledgorthe Pledgor or any such other person. 6.3 The Pledgor warrants promises to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgor shall execute in good faith and cause other parties who may have any interest interests in the Pledge to execute all the title certificates, contracts or other documentscontracts, and/or and perform actions and cause other parties who have interests to take action action, as required by Pledgee the Pledgee; and provide make access to exercise the rights and authorization vested in the Pledgee under this Agreement. 6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with any registration of the Pledge with the Pledgee or its designated person (a natural person or a legal entity), and execute all provide the documents with respect notice, order and decision to the Equity Interest and promptly provide all the noticesPledgee as necessary, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable timeamount of time upon request. 6.4 6.5 The Pledgor warrants promises to the Pledgee that it he will comply with and perform all the guarantees, covenants, agreementswarranties, representations and conditions hereunder for the benefit benefits of the Pledgee. The Pledgor shall compensate Pledgee for all the losses suffered in by the event that Pledgee as a result of the Pledgor does not failing to perform or fully perform its his guarantees, covenants, agreementswarranties, representations or conditions hereunder and causes any damage to Pledgeeconditions.

Covenants of Pledgor. 6.1 During Pledgor hereby covenants to Pledgee that during the term of this Agreement, Pledgor covenants to Pledgee as followsshall: 6.1.1 Except for not transfer the transfer Equity Interest, or place or permit the existence of any security interest or other encumbrance on the Equity Interest by Pledgorthat may affect Pledgee’s rights and interests, Pledgee and without the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from of Pledgee.; 6.1.2 Pledgor shall comply with and implement the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or made by the competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing aforementioned matters at the upon Pledgee’s reasonable request of Pledgee or with the written upon consent of Pledgee.; 6.1.3 Pledgor shall timely promptly notify Pledgee of any events event or the receipt of any notice which received by Pledgor that may affect have an impact on Pledgee’s rights to the Equity Interest or any part of its rightportion thereof, which as well as any event or notice received by Pledgor that may change any warranty or obligation of Pledgor’s covenants and obligations under this Agreement Pledgor hereunder or which may affect Pledgor’s have an impact on the performance by Pledgor of its obligations under this Agreementhereunder. 6.2 Pledgor agrees that Pledgee’s right the rights acquired by Pledgee in accordance with this Agreement with respect to exercise the Pledge shall not be suspended interrupted or hampered through harmed by Pledgor or any legal procedure instituted by Pledgor, any successors heirs or representatives of Pledgor or any person authorized by Pledgorother persons through any legal proceedings. 6.3 To protect or perfect the security interest granted by this Agreement for payment of the Secured Indebtedness, Pledgor warrants hereby undertakes to execute in good faith and to cause other parties who may have any an interest in the Pledge to execute all title certificates, contracts or other documentsagreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have interests an interest in the Pledge to take action as perform actions required by Pledgee, to facilitate the exercise by Pledgee and provide access to exercise the of its rights and authorization vested in Pledgee under authority granted thereto by this Agreement, and execute to enter into all the relevant documents with respect to the regarding ownership of Equity Interest and promptly with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable timeframe with all the notices, orders and decisions related to regarding the Equity Interest and deemed necessary Pledge that are required by Pledgee to Pledgee within a reasonable timePledgee. 6.4 Pledgor warrants that it will hereby undertakes to comply with and perform all the guarantees, covenantspromises, agreements, representations and conditions hereunder under this Agreement for the benefit of Pledgee. In the event of failure in or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall compensate indemnify Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgeeresulting therefrom.

Covenants of Pledgor. 6.1 During Pledgor hereby agrees as follows: 7.2.1 Pledgor, at Pledgor's expense, shall promptly procure, execute and deliver to Collateral Agent all documents, instruments and agreements and perform all acts which are necessary, or which Collateral Agent or any Deposit Taker may reasonably request, to establish, maintain, preserve, protect and perfect the term Pledged Collateral, the pledge thereof to Collateral Agent or the security interest granted to Collateral Agent therein and the first priority of such pledge or security interest, or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the preceding sentence, Pledgor shall (a) procure, execute and deliver to Collateral Agent all stock powers, endorsements, assignments, financing statements and other instruments of transfer reasonably requested by Collateral Agent or such Participant, (b) deliver to Collateral Agent promptly upon receipt all originals of Pledged Collateral consisting of instruments, documents and chattel paper, and, to the extent practicable, (c) cause the security interest of Collateral Agent in any Pledged Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or clearing corporation requested by Collateral Agent. 7.2.2 Pledgor shall not use or consent to any use of any Pledged Collateral in violation of any provision of this Agreement or any other Operative Agreement. 7.2.3 Pledgor shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon, relating to or affecting any Pledged Collateral. 7.2.4 Without thirty (30) days' prior written notice to Collateral Agent, Pledgor shall not change Pledgor's name or place of business (or, if Pledgor has more than one place of business, its chief executive office) or jurisdiction of incorporation. 7.2.5 Pledgor shall appear in and defend, on behalf of Collateral Agent when necessary or appropriate, any action or proceeding which may affect its title to or Collateral Agent's interest in the Pledged Collateral. 7.2.6 Pledgor shall ensure that at all times the Control Agreement is in effect and that the Securities Account contains only Qualified Securities or cash proceeds thereof. 7.2.7 Subject to the express rights of Pledgor under Article 6, Pledgor shall not surrender or lose possession of (other than to Collateral Agent or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option or otherwise dispose of or transfer any Pledged Collateral or right or interest therein, and Pledgor shall keep the Pledged Collateral free of all Liens. 7.2.8 Pledgor will not take any action which would in any manner impair the value or enforceability of Collateral Agent's pledge of or security interest in any Pledged Collateral, nor will Pledgor fail to take any action which is required to prevent (and which Pledgor knows is required to prevent) an impairment of the value or enforceability of Collateral Agent's pledge of or security interest in any Pledged Collateral. 7.2.9 Pledgor shall pay (and shall indemnify and hold harmless Collateral Agent and each Participant from and against) any and all Losses arising or incurred by Collateral Agent or any Participant in connection with or because of (a) the interest acquired by Collateral Agent and each Participant in any Pledged Collateral pursuant to this Agreement, or (b) the negotiation or administration of this Agreement, Pledgor covenants to Pledgee as follows: 6.1.1 Except for whether such Losses are incurred at the transfer time of execution of this Agreement or at any time in the Equity Interest by Pledgorfuture; provided, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgorhowever, Pledgee and the Company, Pledgor that Losses under this Section 7.2.9 shall not transfer or assign the Equity Interest or create or permit to be created any pledge which include Losses that are included in Section 5.8. Costs and expenses included in such Losses may have an adverse affect on the rights or benefits of Pledgee include, without prior written consent from Pledgee. 6.1.2 Pledgor shall comply with limitation, all laws filing and regulations recording fees, taxes, UCC search fees and reasonable attorneys' fees incurred by Collateral Agent with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of PledgeePledged Collateral. 6.1.3 7.2.10 Without limiting the foregoing, within five (5) Business Days after Pledgor becomes aware of any failure of the pledge or security interest contemplated herein in any Deposit Account or Securities Account, Financial Assets, Pledged CD or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization of any Account or any Pledged Collateral as deposit accounts, securities accounts, instruments or general intangibles under the UCC), Pledgor shall timely notify Pledgee Collateral Agent and the Participants of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreementsuch failure. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.

Covenants of Pledgor. 6.1 During the term of this AgreementTerm, the Pledgor covenants represent and warrant to the Pledgee as followsfor the Pledgee's benefit that the Pledgor shall: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not Not transfer or assign the Equity Interest or Pledged Collateral, nor create or permit to be created create any pledge or encumbrance to the Pledged Collateral which may have an adverse adversely affect on the rights or and/or benefits of the Pledgee without the Pledgee's prior written consent from Pledgee.consent 6.1.2 Pledgor shall comply Comply with all the laws and regulations with respect to the right of Pledge, ; present to Pledgee any notices, orders or suggestions relating advisements with respect to the Pledge that may be issued or made by a relevant competent PRC authority after within five (5) days upon receiving such notices, orders or suggestions and advisements; comply with such notices, orders or suggestions advisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the written consent of Pledgee. 6.1.3 Pledgor shall timely Timely notify the Pledgee of any events or the receipt of any notice which may affect the Equity Interest Pledged Collateral or any part of its rightthe Pledgor* rights thereto, or which may change any of the Pledgor’s covenants and obligations under this Agreement * warranties or which may affect the Pledgor’s 's performance of its their obligations under this Agreement. 6.2 The Pledgor agrees agree that the Pledgee’s 's right to exercise the Pledge pursuant to this Agreement shall not be suspended or hampered through inhibited by any legal procedure instituted proceedings initiated by the Pledgor, jointly or separately, or by any successors successor of Pledgor or any person authorized by the Pledgor. 6.3 The Pledgor warrants represent and warrant to the Pledgee that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Pledgor shall execute in good faith and cause other parties who may have any interest interests in the Pledge Pledged Collateral to execute all the title certificates, contracts or other documentscontracts, and/or and perform actions and cause other parties who have interests to take action action, as required by the Pledgee. 6.4 The Pledgor represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and provide access to exercise required amendments in connection with the rights and authorization vested in Pledgee under this Agreementregistration of the Pledge, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable timeamount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee. 6.4 6.5 The Pledgor warrants represent and warrant to the Pledgee that it they will comply with abide by and perform all the relevant guarantees, covenants, agreementswarranties, representations and conditions hereunder for necessary to insure the benefit rights of Pledgee. the Pledgee under this Agreement The Pledgor shall compensate Pledgee for all the losses suffered in by the event that Pledgor does not fully Pledgee as a result of the Pledgor* failure to perform its any such guarantees, covenants, agreementswarranties, representations or conditions hereunder and causes any damage to Pledgeeconditions.

Covenants of Pledgor. 6.1 During the effective term of this Agreement, the Pledgor covenants promise to the Pledgee as followsfor its benefit that the Pledgor shall: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not Not transfer or assign the Equity Interest or equity interest, create or permit to be created create any pledge pledges which may have an adverse affect effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee.; 6.1.2 Pledgor shall comply Comply with all and implement laws and regulations with respect to the right pledge of Pledge, rights; present to the Pledgee any the notices, orders or suggestions relating with respect to the Pledge issued or made by a relevant the competent authority after within five (5) days upon receiving such notices, orders or suggestions suggestions; and comply with such notices, orders or suggestions suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the written consent of Pledgee.; 6.1.3 Pledgor shall timely Timely notify the Pledgee of any events or the receipt of any notice received notices which may affect the Equity Interest Pledgor’s equity interest or any part of its right, and any events or any received notices which may change any of the Pledgor’s covenants any warranty and obligations obligation under this Agreement or which may affect the Pledgor’s performance of its obligations under this Agreement. 6.2 The Pledgor agrees agree that the Pledgee’s right to exercise the Pledge obtained from this Agreement shall not be suspended or hampered through inhibited by any legal procedure instituted launched by Pledgor, the Pledgor or any successors of the Pledgor or any person authorized by Pledgorthe Pledgor or any such other person. 6.3 The Pledgor warrants promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgor shall execute in good faith and cause other parties who may have any interest interests in the Pledge pledge to execute all the title certificates, contracts or other documentscontracts, and/or and perform actions and cause other parties who have interests to take action action, as required by Pledgee the Pledgee; and provide make access to exercise the rights and authorization vested in the Pledgee under this Agreement. 6.4 The Pledgor promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and execute all provide the documents with respect notice, order and decision to the Equity Interest and promptly provide all the notices, orders and decisions related Pledgee by who considers to the Equity Interest and deemed be necessary by Pledgee to Pledgee within a reasonable time. 6.4 6.5 The Pledgor warrants promise to the Pledgee that it they will comply with and perform all the guarantees, covenants, agreementswarranties, representations and conditions hereunder for the benefit benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for all losses suffered in the event reasons that Pledgor does do not perform or fully perform its their guarantees, covenants, agreementswarranties, representations or conditions hereunder and causes any damage to Pledgeeconditions.

Covenants of Pledgor. 6.1 During the term of this AgreementTerm, the Pledgor covenants represents and warrants to the Pledgee as followsfor the Pledgee’s benefit that the Pledgor shall: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the Company, Pledgor shall not Not transfer or assign the Equity Interest or Pledged Collateral, nor create or permit to be created create any pledge or encumbrance to the Pledged Collateral which may have an adverse adversely affect on the rights or and/or benefits of the Pledgee without the Pledgee’s prior written consent from Pledgeeconsent. 6.1.2 Pledgor shall comply Comply with all the laws and regulations with respect to the right of Pledge, ; present to Pledgee any notices, orders or suggestions relating advisements with respect to the Pledge that may be issued or made by a relevant competent PRC authority after within five (5) days upon receiving such notices, orders or suggestions and advisements; comply with such notices, orders or suggestions advisements; or object to the foregoing matters at upon the reasonable request of the Pledgee or with consent from the written consent of Pledgee. 6.1.3 Pledgor shall timely Timely notify the Pledgee of any events or the receipt of any notice which may affect the Equity Interest Pledged Collateral or any part of its rightthe Pledgor’s rights thereto, or which may change any of the Pledgor’s covenants and obligations under this Agreement warranties or which may affect the Pledgor’s performance of its their obligations under this Agreement. 6.2 The Pledgor agrees that the Pledgee’s right to exercise the Pledge pursuant to this Agreement shall not be suspended or hampered through inhibited by any legal procedure instituted proceedings initiated by the Pledgor, jointly or separately, or by any successors successor of Pledgor or any person authorized by the Pledgor. 6.3 The Pledgor represents and warrants to the Pledgee that in order to protect and perfect the security for the payment of the Management Services Fee, the Pledgor shall execute in good faith and cause other parties who may have any interest interests in the Pledge Pledged Collateral to execute all the title certificates, contracts or other documentscontracts, and/or and perform actions and cause other parties who have interests to take action action, as required by the Pledgee. 6.4 The Pledgor represents and warrants to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide access the relevant notice, order and decision regarding such registration to exercise the Pledgee. 6.5 The Pledgor represents and warrants to the Pledgee that she will abide by and perform all relevant guarantees, covenants, warranties, representations and conditions necessary to insure the rights and authorization vested in of the Pledgee under this Agreement, and execute . The Pledgor shall compensate all the documents with respect losses suffered by the Pledgee as a result of the Pledgor’s failure to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the any such guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreementswarranties, representations or conditions hereunder and causes any damage to Pledgeeconditions.

Covenants of Pledgor. 6.1 During the term of this Agreement, Pledgor covenants to Pledgee as follows: 6.1.1 Except for the transfer of the Equity Interest by Pledgor, Pledgee and the Company Companies as contemplated by the Exclusive Equity Interest Purchase Agreement entered into by and among Pledgor, Pledgee and the CompanyCompanies, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from Pledgee. 6.1.2 Pledgor shall comply with all laws and regulations with respect to the right of Pledge, present Pledgee any notices, orders or suggestions relating to the Pledge issued or made by a relevant authority after receiving such notices, orders or suggestions and comply with such notices, orders or suggestions or object to the foregoing matters at the reasonable request of Pledgee or with the written consent of Pledgee. 6.1.3 Pledgor shall timely notify Pledgee of any events or the receipt of any notice which may affect the Equity Interest or any part of its right, which may change any of Pledgor’s covenants and obligations under this Agreement or which may affect Pledgor’s performance of its obligations under this Agreement. 6.2 Pledgor agrees that Pledgee’s right to exercise the Pledge shall not be suspended or hampered through any legal procedure instituted by Pledgor, any successors of Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to execute in good faith and cause other parties who may have any interest in the Pledge to execute all title certificates, contracts or other documents, and/or perform and cause other parties who have interests to take action as required by Pledgee and provide access to exercise the rights and authorization vested in Pledgee under this Agreement, and execute all the documents with respect to the Equity Interest and promptly provide all the notices, orders and decisions related to the Equity Interest and deemed necessary by Pledgee to Pledgee within a reasonable time. 6.4 Pledgor warrants that it will comply with and perform all the guarantees, covenants, agreements, representations and conditions hereunder for the benefit of Pledgee. Pledgor shall compensate Pledgee for all losses suffered in the event that Pledgor does not fully perform its guarantees, covenants, agreements, representations or conditions hereunder and causes any damage to Pledgee.

Covenants of Pledgor. 6.1 During (1) The Pledgor covenants to the Pledgee that during the term of this Agreement, the Pledgor covenants to Pledgee as followsshall: 6.1.1 Except (a) save for the transfer of the Equity Interest by Pledgor, equity interests to the Pledgee and the Company as contemplated by or its nominee pursuant to the Exclusive Equity Interest Purchase Agreement entered into by and among PledgorOption Agreement, Pledgee and the Company, Pledgor shall not transfer or assign the Equity Interest or create or permit to be created any pledge which may have an adverse affect on the rights or benefits of Pledgee without prior written consent from by the Pledgee., not transfer any equity interest directly or indirectly in any manner, and not create or permit the existence of any pledge or any other encumbrance or other dispose of the equity interests that may affect the rights and interests of the Pledgee; 6.1.2 Pledgor shall (b) comply with and exercise in accordance with all laws and regulations with respect applicable to the right of Pledge, present Pledgee and within five (5) business days of the receipt of any noticesnotice, orders instruction or suggestions relating to the Pledge recommendation issued or made by a relevant authority after receiving such noticescompetent authorities, orders or suggestions produce to the Pledgee and comply with such noticesthe abovementioned notice, orders instruction or suggestions recommendation, or object to the foregoing matters at the make objections and statements upon reasonable request of Pledgee or with the written consent of the Pledgee.; 6.1.3 Pledgor shall timely (c) promptly notify the Pledgee of any events event or notice received that may have an impact on the receipt of any notice which may affect Pledgor’s right over the Equity Interest equity interests or any part of its rightthereof, which and any event or notice received that may change any of Pledgor’s covenants the warranties and obligations of the Pledgor under this Agreement or which may affect have an impact on the performance of the Pledgor’s performance of its obligations under this Agreement. 6.2 (2) The Pledgor agrees undertakes to the Pledgee that Pledgee’s right to exercise for the Pledge shall not be suspended purpose of protecting or hampered through any legal procedure instituted perfecting the security by Pledgorthis Agreement of the technology development, any successors of consulting and service fees under the Service Agreement, the Pledgor or any person authorized by Pledgor. 6.3 Pledgor warrants to will execute in good faith faith, and cause procure other parties who may have any an interest in the Pledge to execute all title certificates, contracts or other documents, deeds and/or perform and cause procure other parties who have interests an interest in the Pledge to take action as perform actions required by the Pledgee, facilitate the exercise by the Pledgee and provide access to exercise the rights of its right and authorization vested in Pledgee under granted thereto by this Agreement, and execute enter into all relevant documents regarding the documents ownership of the equity interest with respect to the Equity Interest Pledgee or its nominee(s) (natural/legal persons), and promptly provide the Pledgee with all the notices, orders and decisions related to the Equity Interest and deemed it considers necessary by Pledgee to Pledgee within a reasonable time. 6.4 (3) The Pledgor warrants undertakes to the Pledgee that it will comply with and perform all the guaranteeswarranties, covenants, agreements, representations and conditions hereunder for the benefit of Pledgeeunder this Agreement. Pledgor shall compensate Pledgee for all losses suffered in In the event that Pledgor does not fully perform of failure or partial performance of its guaranteeswarranties, covenants, agreements, representations or conditions hereunder conditions, the Pledgor shall indemnify the Pledgee against all losses resulting therefrom. (4) The Pledgor undertakes to the Pledgee that upon the date of this Agreement, the Pledgor and causes any damage the Domestic Company shall record the Pledge on the register of shareholders of the Domestic Company, and the Pledgor shall complete, and procure the Domestic Company to Pledgeecomplete the registration of the Pledge to relevant registration authorities within sixty (60) days from the date of this Agreement.